Exhibit 10.9
EMPLOYMENT AGREEMENT
This agreement is made this 4th day of November 2004, at the City of
Atlanta, County of Xxxxxx, State of Georgia, between Cascade Mountain Mining,
Inc., referred to below as employer, and Xxxx Xxxxxxxx, referred to below as
employee.
RECITALS
A. Employer is engaged in the business of valet parking, parking
management, vehicle immobilization and related services and maintains an office
in the City of Atlanta, County of Xxxxxx, State of Georgia.
B. Employee is willing to be employed by employer, and employer is willing
to employ employee, on the terms, covenants, and conditions set forth in this
agreement.
In consideration of the mutual covenants and promises of the parties,
employer and employee covenant and agree as follows:
SECTION I
NATURE OF AND PLACE OF EMPLOYMENT
Employer employs employee as President and Chief Executive Officer, and
employee does accept this employment. Employee shall be responsible for day to
day operation of employer, and shall perform any other duties as are customarily
performed by one holding such a position in other same or similar businesses or
enterprises as that engaged in by employer, and shall also additionally render
any other and unrelated services and duties as may be assigned to him from time
to time by employer.
SECTION II
MANNER OF PERFORMANCE OF EMPLOYEES DUTIES
Employee agrees that he will at all times faithfully, industriously, and to
the best of his ability, perform all of the duties that may be required of and
from him pursuant to the express and implicit terms of this agreement, to the
reasonable satisfaction of employer. The duties shall be rendered in Atlanta,
Georgia and at any other place or places as employer shall in good faith require
or as the interests, needs, business, and opportunities of employer shall
require or make advisable.
SECTION III
DURATION OF EMPLOYMENT
The term of this agreement shall be for a period of five years, commencing
on November 4, 2004 and terminating on October 31, 2009 (the "Employment
Period"), subject, however, to prior termination as provided in this agreement.
SECTION IV
PAYMENT AND REIMBURSEMENT
Employer shall pay employee and employee agrees to accept from employer, in
full payment for employees services under this agreement, compensation at the
rate of $120,000.00 per annum ("Basic Compensation"), payable twice a month of
the 15th and last day of each month during which this agreement shall be in
force. In addition, employer will provide employee with health benefits and an
automobile allowance of $950.00 per month until such time as note on employee's
vehicle is paid in full. Employee shall be eligible for an annual bonus, not to
exceed 50% of Basic Compensation, as approved by the unanimous vote of the Board
of Directors.
In addition, employer agrees that it will reimburse employee for any and all
necessary, customary, and usual expenses incurred by him while traveling for and
on behalf of the employer pursuant to employers directions.
SECTION V
DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT
Anything contained in this agreement to the contrary notwithstanding, in
the event that employer shall discontinue its operations, then this agreement
shall cease and terminate as of the last day of the month in which employer
ceases operations with the same force and effect as if that last day of the
month were originally set forth as the termination date of this agreement.
SECTION VI
DEVOTION BY EMPLOYEE OF FULL TIME TO BUSINESS
Employee shall devote all of his time, attention, knowledge, and skill
solely and exclusively to the business and interest of employer, and employer
shall be entitled to all of the benefits, arising from or incident to any and
all work, services, and advice of employee, and employee agrees that during the
term of this agreement he will not be interested, directly or indirectly, in any
manner, as partner, officer, director, shareholder, advisor, employee,
independent contractor, agent, consultant or in any other form or capacity, in
any other business similar to employers business.
SECTION VII
NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS
Employee further specifically agrees that he will not at any time, in any
manner, either directly or indirectly, divulge or communicate to any person,
firm, or corporation any information concerning any matters affecting or
relating to the business of employer, including, without limiting the generality
of the foregoing, the names of any of its customers, the prices it obtains or
has obtained or at which it sells or has sold its products and services, or any
other information of, about, or concerning the business of employer, its manner
of operation, its plans, processes, or other data of any kind without regard to
whether any or all of the foregoing matters would be deemed confidential,
materials, or important. The parties stipulate that as between them, the
matters that are important, materials, and confidential are those which affect
the effective and successful conduct of the business of the employer, and its
goodwill, and that any breach of the terms of this paragraph is a material
breach of this agreement.
SECTION VIII
VACATIONS AND HOLIDAYS
The Employee will be entitled to paid vacation each Calendar in accordance
with the vacation policies of the employer in effect for its executive officers
from time to time, but in no event to exceed fifteen days paid vacation and sick
days. Vacation must be taken by the employee at such time or times as
reasonably approved by the Chairman of the Board. The Employee will also be
entitled to the paid holidays set forth in the employers policies. Vacation
days, sick days and holidays during any calendar year that are not used by the
Employee during such calendar year may not be used in any subsequent calendar
year. No vacation or sick days shall accrue in 2004.
Section IX
1) TERMINATION
a) EVENTS OF TERMINATION
The Employment Period and the Employees Basic Compensation, and any and all
other rights of the Employee under this Agreement or otherwise as an employee of
the Employer will terminate (except as otherwise provided in this Section IX):
i) upon the death of the Employee;
ii) upon the disability of the Employee (as defined in Section 9(b))
immediately upon notice from either party to the other; or
iii) for cause (as defined in Section 9(c)), immediately upon notice from
the Employer to the Employee, or at such later time as such notice may
specify; or
b) DEFINITION OF DISABILITY
For purposes of Section 9(a), the Employee will be deemed to have a
"disability" if, for physical or mental reasons, the Employee is
unable to perform the Employees duties under this Agreement for 45
consecutive days, or 60 days during any twelve month period, as
determined in accordance with this Section 9(b). The disability of the
Employee will be determined by the board of directors in good faith.
c) DEFINITION OF "FOR CAUSE"
For purposes of Section 9(a), the phrase "for cause" means: (a) the
Employees breach of this Agreement or the Noncompetition Agreement entered into
between the employer and the Employee (the "Noncompetition Agreement"); (b) the
Employees failure to adhere to any written Employer policy if the Employee has
been given a reasonable opportunity to comply with such policy or cure his
failure to comply (which reasonable opportunity must be granted during the
ten-day period preceding termination of this Agreement); (c) the appropriation
(or attempted appropriation) of a material business opportunity of the Employer,
including attempting to secure or securing any personal profit in connection
with any transaction entered into on behalf of the Employer; (d) the
misappropriation (or attempted misappropriation) of any of the Employers funds
or property; or (e) the conviction of, the indictment for (or its procedural
equivalent), or the entering of a guilty plea or plea of no contest with respect
to, a felony, the equivalent thereof, or any other crime with respect to which
imprisonment is a possible punishment.
d) TERMINATION PAY
Effective upon the termination of this Agreement, the Employer will be
obligated to pay the Employee (or, in the event of his death, his designated
beneficiary as defined below) only such compensation as is provided in this
Section 9(d), and in lieu of all other amounts and in settlement and complete
release of all claims the Employee may have against the Employer for any amounts
due and owing to Employee under this or any other agreement. For purposes of
this Section 9(d), the Employee's designated beneficiary will be such individual
beneficiary or trust, located at such address, as the Employee may designate by
notice to the Employer from time to time or, if the Employee fails to give
notice to the Employer of such a beneficiary, the Employee's estate.
Notwithstanding the preceding sentence, the Employer will have no duty, in any
circumstances, to attempt to open an estate on behalf of the Employee, to
determine whether any beneficiary designated by the Employee is alive or to
ascertain the address of any such beneficiary, to determine the existence of any
trust, to determine whether any person or entity purporting to act as the
Employee's personal representative (or the trustee of a trust established by the
Employee) is duly authorized to act in that capacity, or to locate or attempt to
locate any beneficiary, personal representative, or trustee.
i) Termination by the Employer for Cause. If the Employer terminates this
------------------------------------------
Agreement for cause, the Employee will be entitled to receive his
Basic Compensation only through the date such termination is
effective, and will not be entitled to any other compensation or
benefits for the calendar year during which such termination occurs or
any subsequent calendar year.
ii) Termination upon Disability or Death. If this Agreement is terminated
-------------------------------------
by either party as a result of the Employees disability, as determined
under Section 9(b), or death, the Employer will pay the Employee his
Basic Compensation through the remainder of the calendar month during
which such termination is effective and for the three consecutive
months thereafter.
iii) Benefits. The Employees accrual of, or participation in plans
--------
providing for, the any employment benefits other than Basic
Compensation will cease at the effective date of the termination of
this Agreement, and the Employee will be entitled to accrued benefits
pursuant to such plans only as provided in such plans. The Employee
will not receive, as part of his termination pay pursuant to this
Section 9, any payment or other compensation for any vacation,
holiday, sick leave, or other leave unused on the date the notice of
termination is given under this Agreement.
SECTION X
ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties
relating to the subject matter, and supercedes all prior agreements,
understandings or representations of the parties (oral or written) relating to
the same subject matter. It is declared by the parties hereto that there are no
oral agreements or undertakings between them affecting this Agreement.
SECTION XI
WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
This agreement may not be modified or amended except by written agreement
signed by all the parties. No oral statement heretofore or hereafter made shall
affect or change this agreement in any respect.
SECTION XII
CONTRACT GOVERNED BY LAW OF STATE OF GEORGIA
This agreement is made in Georgia, and it shall be construed, interpreted
and enforced in accordance with Georgia law.
SECTION XIII
BENEFIT
This agreement shall be binding on and inure to the benefit of the
respective parties to this agreement and their executors, administrators, heirs,
personal representatives, successors and assigns.
SECTION XIV
JURISDICTION AND VENUE
Any dispute hereunder shall be heard only in the Superior or State Court in
Xxxxxx County, Georgia, and the parties submit themselves to the jurisdiction of
said courts.
Section XV
Indemnity and Hold Harmless
Employer agrees to indemnify and hold harmless Employee ("Indemnified
Person") from and against any and all claims and causes of action asserted
against Employee by any person or entity pertaining or relating to Employee's
position as an Officer and Director of Employer, and will reimburse Indemnified
Person for all fees and expenses (including the reasonable fees and expenses of
counsel) (collectively, "Expenses") as they are incurred in investigating,
preparing, pursuing or defending any claim, action, proceeding or investigation,
whether or not in connection with pending or threatened litigation and whether
or not any Indemnified Person is a party (collectively, "Actions").
CASCADE MOUNTAIN MINING COMPANY, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxxx
------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
Xxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
------------------------
Xxxx Xxxxxxxx
