EMPLOYMENT AGREEMENT
AMENDED AND RESTATED
This
Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
15th day of January 2007, is by and between Unicorp, Inc., a Nevada corporation,
Houston, Texas (the “Company”), and Xxxxx Xxxxx (the “Executive”) an
individual.
WHEREAS,
the Executive is willing to enter into an agreement with the Company upon the
terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the premises and covenants herein contained,
the
parties hereto agree as follows:
1. Term
of Agreement; Termination of Prior Agreement.
Subject
to the terms and conditions hereof, the term of employment of the Executive
under this Employment Agreement shall be for the period commencing on January
15, 2007 (the “Commencement Date”) and terminating on December 31, 2007, unless
sooner terminated as provided in accordance with the provisions of Section
5
hereof. (Such term of this agreement is herein sometimes called the “Retained
Term”).
2. Employment.
As of
the Commencement Date, the Company hereby agrees to employ the Executive as
Chief Executive Officer
(“CEO”)
of the Company with such duties as assigned from time to time by the
Company,
and the
Executive hereby accepts such employment and agrees to perform his duties and
responsibilities hereunder in accordance with the terms and conditions
hereinafter set forth.
3. Duties
and Responsibilities.
(a) Duties.
Executive shall perform such duties as are usually performed by a
CEO
with
such duties as assigned from time to time by the Company
of a
business similar in size and scope as the Company and such other reasonable
additional duties as may be prescribed from time-to-time by the Company’s board
of directors which are reasonable and consistent with the Company’s operations,
taking into account Executive’s expertise and job responsibilities. This
agreement shall survive any job title or responsibility change. All actions
of
Executive shall be subject and subordinate to the review and approval of the
board of directors. The board of directors shall be the final and exclusive
arbiter of all policy decisions relative to the Company’s business.
(b) Devotion
of Time.
During
the term of this agreement, Executive agrees to devote the necessary time to
the
business and affairs of the Company to the extent necessary to discharge the
responsibilities assigned to Executive and to use reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the term of
this Agreement it shall not be a violation of this Agreement for Executive
to
manage personal investments or companies in which personal investments are
made.
4. Compensation
and Benefits During the Employment Term.
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(a)
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Salary.
Executive
will be compensated by the Company at a monthly base salary of $16,000.00,
from which shall be deducted income tax withholdings, social security,
and
other customary Executive deductions in conformity with the Company’s
payroll policy in effect.
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(b)
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Bonus.
Executive
shall receive the following bonus as a percent of his base salary
if the
following criteria are met:
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i.
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25%
of base if the company records operating income of at least three
million
dollars for fiscal 2007.
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ii.
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50%
of base if the company records operating income of at least four
million
dollars for fiscal 2007.
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iii.
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75%
of base if the company records operating income of at least five
million
dollars for fiscal 2007.
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iv.
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100%
of base if the company records operating income of at least six million
dollars for fiscal 2007.
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Operating
income is defined as gross profit less operating expenses as represented on
the
Company’s audited annual statement of operations for the year ended December 31,
2007, as reported on its Form 10-KSB before other income/expense and adding
back
any non-cash charges such as DD&A, impairments and non-cash stock
expenses.
| (c) |
Other
Allowances.
The Executive shall be entitled to a $750 monthly car allowance,
a $750
monthly health plan allowance and a $750 monthly home office
allowance.
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5.
Termination
Status.
Subject
to the notice and other provisions of this Section 5, the Executive shall have
the right to terminate the agreement, at any time and for no stated reason.
The
Company may terminate this Agreement only upon the following
events:
(a)
Disability.
The
Company shall have the right to terminate the Employment Agreement in the event
the Executive suffers an injury, illness or incapacity for a period of more
than
six (6) months provided that during such six-month period the Company shall
have
given at least thirty (30) days written notice of termination.
(b)
Death.
This
Agreement shall terminate upon the death of Xxxxx Xxxxx.
(c)
With
Cause.
The
Company may terminate this Employment Agreement at any time because of:
(i)
Executive’s material breach of any term of this Agreement, which is not cured
after twenty (20) days written notice from the board of directors,
or
(ii)
Conviction by the Executive of a felony or an act of fraud against the
Company.
If
the
Company terminates the Employment Agreement for any reason other than as set
forth in items 5(a), (b), or (c), then Executive is entitled to receive one
hundred ninety-two thousand dollars ($192,000.00) payable in twelve (12) monthly
installments and any bonuses or expenses earned or accrued and not yet paid
as
of the final effective termination date. In the event the Employment Agreement
with the Company is terminated pursuant to items 5(a), (b) or (c), the Executive
shall be entitled to receive all compensation earned by the Executive up to
the
date of termination, all unreimbursed expenses, and any bonus earned in respect
of a prior period and not yet paid.
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6.
Revealing
of Trade Secrets, etc.
Executive acknowledges the interest of the Company in maintaining the
confidentiality of information related to its business and shall not at any
time
during the Employment Term or thereafter, directly or indirectly, reveal or
cause to be revealed to any person or entity the supplier lists, customer lists
or other confidential business information of the Company; provided, however,
that the parties acknowledge that it is not the intention of this paragraph
to
include within its subject matter (a) information not proprietary to the
Company, (b) information which is then in the public domain through no fault
of
Executive, or (c) information required to be disclosed by law.
7. Arbitration.
If a
dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out of this
relationship shall be settled finally, completely and conclusively by
arbitration of a single arbitrator, which is mutually agreed upon, in Houston,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be initiated by written
demand. This Agreement to arbitrate shall be specifically enforceable only
in
the District Court of Xxxxxx County, Texas. A decision of the arbitrator shall
be final, conclusive and binding on the Company and the Executive, and judgment
may be entered in the District Court of Xxxxxx County, Texas, for enforcement
and other benefits. On appointment, the arbitrator shall then proceed to decide
the arbitration subjects in accordance with the Rules. Any arbitration held
in
accordance with this paragraph shall be private and confidential. The matters
submitted for arbitration, the hearings and proceedings and the arbitration
award shall be kept and maintained in strictest confidence by Executive and
the
Company and shall not be discussed, disclosed or communicated to any persons.
On
request of any party, the record of the proceeding shall be sealed and may
not
be disclosed except insofar, and only insofar, as may be necessary to enforce
the award of the arbitrator and any judgment enforcing an award. The prevailing
party shall be entitled to recover reasonable and necessary attorneys' fees
and
costs from the non-prevailing party.
8. Survival.
In the
event that this Agreement shall be terminated, then notwithstanding such
termination, the obligations of Executive pursuant to Section 6 of this
Agreement shall survive such termination.
9. Contents
of Agreement, Parties in Interest, Assignment, etc.
This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Executive hereunder which are
of
a personal nature shall neither be assigned nor transferred in whole or in
part
by Executive. This Agreement shall not be amended except by a written instrument
duly executed by the parties.
10. Severability;
Construction.
If any
term or provision of this Agreement shall be held to be invalid or unenforceable
for any reason, such term or provision shall be ineffective to the extent of
such invalidity or unenforceability without invalidating the remaining terms
and
provisions hereof, and this Agreement shall be construed as if such invalid
or
unenforceable term or provision had not been contained herein. The parties
have
participated jointly in the negotiation and drafting of this Agreement. In
the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party
by
virtue of the authorship of any of the provisions of this
Agreement.
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11. Notices.
Any
notice, request, instruction or other document to be given hereunder by any
party to the other party shall be in writing and shall be deemed to have been
duly given when delivered personally; or five (5) days after dispatch by
registered or certified mail, postage prepaid, return receipt requested; or
one
(1) day after dispatch by overnight courier service; in each case, to the party
to whom the same is so given or made:
If
to the Company addressed to:
Unicorp,
Inc.
0000
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn:
Chief Executive Officer
If
to Executive addressed to:
Xxxxx
Xxxxx
0
Xxxx
Xxxxx Xxxx
Xxxxxxx,
Xxxxx 00000
or
to
such other address as the one party shall specify to the other party in
writing.
12. Counterparts
and Headings.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all which together shall constitute one and the same
instrument. All headings are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement.
13. Governing
Law; Venue.
This
Agreement shall be construed and enforced in accordance with, the laws of the
State of Texas, without regard to the conflict of laws provisions thereof.
Venue
of any dispute concerning this Agreement shall be exclusively in Xxxxxx County,
Texas.
14. Waiver.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
XXXXX
XXXXX UNICORP,
INC.
__/s/
Xxxxx Casey________________ _/s/
Xxxx X. Chase________________
Xxxx
X.
Xxxxx, Chief Financial Officer
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