EXHIBIT 10.6
CORPORATE ROAD SHOW
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 1st day of January, 2003 by and between
Corporate Xxxxxxxx.Xxx, Inc. a corporation organized under the laws of the state
of New York (the "Company"), and Xx. Xxxxx Xxxxxxx, residing at 00 Xxxxxxx
Xxxxx, Xxxxxxx X.X. 00000 (the "Employee").
WITNESSETH:
In consideration of the mutual covenants and agreements herein
contained, the parties hereby agree as follows:
1. EMPLOYMENT. The Company agrees to employ, and does hereby employ
Employee and Employee hereby accepts such employment, for the Term (as defined
below), with the duties and compensation and upon the terms and conditions
hereinafter set forth in this Agreement.
2. TERM. The term of Employee's employment shall commence on the date
hereof (the "Effective Date") and shall continue through and including two years
from the Effective Date, unless earlier terminated as hereinafter provided for
in this Agreement. The Term shall thereafter be automatically extended from year
to year, unless termination notice is given by either party not less than sixty
(60) days prior to the expiration of the then Term.
3. DUTIES AND OFFICES.
(a) Employee shall be the CEO, President, Secretary
Treasurer of the Company during the Term and shall
have such duties and obligations as set forth in the By-Laws of the Company and
as determined by the Board of Directors. Employee shall faithfully perform such
duties, and shall diligently follow and implement all policies and decisions of
the Company.
(b) During the Term, Employee shall devote most of his
working time and energies to the business and affairs of the Company. Employee
agrees to use his best efforts, skills and abilities to promote the Company's
interest.
(c) The office for the performance of his services and the
head office of the Company shall be located in
00 Xxxxxxx Xxxxx Xxxxx 000 Xxxxxxx, X.X. 00000.
4. COMPENSATION.
(a) During the Term, the Company shall pay Employee an
annual salary ("Salary") of $90,000 payable
monthly, less required withholding and other applicable taxes.
(b) During the Term, the Company shall pay Employee health
benefits.
5. EXPENSES, BENEFITS AND PERQUISITES.
(a) The Company will pay or reimburse Employee for all travel, meals and other
expenses reasonably incurred by Employee during the Term in connection with the
performance of his duties hereunder upon presentment of written expense receipts
reflecting such expenses (b) Employee will receive benefits similar to those of
the other employees of the Company.
(c) Employee shall be entitled to three weeks paid vacation
each calendar year.
(d) Employee shall be permitted an additional one week
vacation without pay.
6. DEATH OF EMPLOYEE. In the event that Employee should die during
the Term, this Agreement and all benefits hereunder shall be paid to Employee's
Spouse Xxx Xxxxxxx for the remainder of the contract. Such termination shall not
affect any rights which Employee, his spouse or estate may have at the time of
his death pursuant to any insurance or other death benefit, retirement, pension,
or any other benefit plan or arrangement with the Company.
7. DISCHARGE FOR CAUSE. The Board of Directors of the Company may
discharge Employee "For Cause" at any time. Such discharge shall be affected by
written notice to Employee, which shall specify the reasons for Employee's
discharge and the effective date thereof. As used herein, the term "For Cause"
shall be:
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(i) Employee's criminal conviction by final judgment
for fraud, embezzlement, bribery or any felonious
offense; or
(ii) Employee's commission of any willful and
intentional act of fraud or dishonesty in
connection with the performance of his duties as
an executive officer of the Company; or
(iii) Employee's willful and repeated failure or refusal
(unheeded ten (10) days after notice from the
Company of such failure or refusal) to attempt to
perform his duties and responsibilities provided
such duties and responsibilities are established
on a reasonable basis and except as a result of
circumstances beyond the reasonable control of
Employee; or
(iv) Upon the voluntary termination of employment
without justification by Employee with ninety (90)
days notice given.
Upon termination pursuant to this Section 7, this Agreement and all
benefits hereunder shall terminate, except that such termination shall not
affect any right that Employee may have at the time of termination pursuant to
any insurance, retirement, pension, or any other benefit plan or arrangement
with the Company.
(a) CONFIDENTIALITY. The Employee specifically agrees that,
without the consent of the Company, he will not at any time, in any fashion,
form or manner, either directly or indirectly, divulge, disclose, or communicate
to any person, firm or corporation any confidential information of any kind,
nature or description concerning any matters affecting or relating to the
business of the Company or its customers. The Employee further specifically
agrees that, without the consent of the Company, he will not in any fashion,
form or manner, either directly or indirectly, divulge, disclose or communicate
to any person, firm or corporation any information concerning this Agreement.
Upon the termination of this Agreement for any reason, the Employee shall
immediately surrender and deliver to the Company all such materials in all
forms. The covenants set forth in this Section 8(c) shall survive the
termination of this Agreement in perpetuity.
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(b) The Employee agrees that his obligation and duties
contained in this Section 8 are continuing obligations and said duties shall
survive the termination or expiration of this Agreement for any reason
whatsoever.
9. MISCELLANEOUS.
(a) This Agreement contains the entire understanding
between the parties hereto concerning the subject matter hereof. This Agreement
may only be amended by an instrument in writing executed by the parties hereto.
(b) This Agreement shall be construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws principles.
(c) This Agreement and the rights and obligations of the
parties hereto shall bind and inure to the benefit of the successor or
successors of the Company, whether by merger, consolidation or otherwise.
(d) Any notice to be given pursuant to the terms of this
Agreement shall be in writing and delivered by hand or sent by registered or
certified mail to such party at such party's address set forth on the signature
page hereof or such other address or to the attention of such other person as
either party has specified by prior written notice to the other party.
(e) The Company's waiver of a breach of any provision of
this Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach of this Agreement by the Employee. No waiver shall be valid
unless in writing and signed by any authorized officer of the Company.
(f) Employee acknowledges that his services are unique and
personal. Accordingly, Employee shall not assign his rights or delegate his
duties or obligations under this Agreement.
(g) Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
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(h) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original. But all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers hereunto duly authorized, and Employee has executed
this Agreement all as of the date first above set forth.
CORPORATE XXXXXXXX.XXX, INC.
"Company"
By:
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Name:
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"Employee"
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