EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into on February 5,
1999, by and between INTERNET ASSOCIATES INTERNATIONAL, INC., a Nevada
Corporation ("IAI") and XXXXX XXXXX ("Employee").
WHEREAS: IAI desires to secure the Services of Employee, and Employee desires
to furnish such services to IAI upon the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereto agree as follows:
1. POSITION: Employee will assume the position of President and Chairman of
the Board of IAI.
2. TERM. Subject to the terms of this Agreement, IAI agrees to employ the
Employee, and the Employee agrees to be so employed, for a period of three (3)
years, commencing on the Closing Date of the acquisition of IAI by Safe
Technologies International., Inc. ("SFAD"). The term of employment, including
both the initial term and any renewal terms, is hereinafter referred to as the
"period of active employment." This term of this Agreement will be
automatically renewed for additional successive one year periods unless either
Employee or SFAD notifies the other in writing within ninety (90) days prior
to the end of the then current period of active employment that this Agreement
will not be renewed.
3. DUTIES. Employee is employed pursuant to the terms of this Agreement to
perform those tasks reasonably consistent with Employee's position which are
prescribed by the Board of Directors of IAI. Employee shall at times
faithfully, industriously and to the best of Employee's ability, experience
and talents, perform all of the duties that may be required of and from
Employee pursuant to the express and implicit terms hereof, to the reasonable
satisfaction of IAI. Employee agrees to devote all of Employee's time and
energy to Employee's duties and responsibilities as set forth herein.
Employee shall not render personal services to or for any person, firm,
corporation or other organization for compensation, other than IAI, except
that Employee may partake in part-time or occasional work which does not
interfere with the performance of the Employee's duties pursuant to this
Agreement in a material way. The Employee may be employed by Cybergraphics
Institute, Inc. ("Cybergraphics") as long as Cybergraphics pays all of its
expenses of operations and remits all the remaining proceeds to IAI.
4. COMPENSATION. IAI covenants and agrees that, in consideration of the
services performed hereunder, IAI will pay to Employee an annual Base Salary
of $104,000. The Base Salary shall be paid on a weekly basis in the amount of
$2,000.00 per week. Employee's Base Salary will be subject to annual review
and, if appropriate, increase, by the Board of Directors of SFAD. Employee
shall also be entitled to an annual bonus equal to seven and one half percent
(7.5%) of any amount by which the net profits of IAI for the prior fiscal year
exceeds the net profits of IAI for the fiscal year ended December 31, 1999.
In addition to the foregoing, IAI shall provide Employee a Benefit Package
agreeable to the Employee and the Board of Directors, which shall include an
automobile allowance of $800 per month, reimbursement for reasonable and
necessary business expenses, health insurance and three weeks paid vacation
(also described in Section 15 hereof).
5. TIME. Employee hereby accepts employment with IAI on the terms and
conditions herein set forth and agrees that during the period of active
employment, as defined above, Employee shall devote Employee's full time and
attention to the rendition of the enumerated services on behalf of IAI and to
the furtherance of IAI's best interests. Employee agrees that, in the
rendition of such services and in all aspects of the employment, Employee
shall comply with the policies, standards and regulations of the IAI from time
to time established, provided that such policies, standards and regulations
shall not violate the law or ethics.
6. TERMINATION.
(a) This Agreement may be terminated by the Board of Directors of SFAD at
any time for cause. Notwithstanding such termination, Employee shall be
entitled to receive Employee's Base Salary as accrued through the date of
termination.
(b) For purposes of this section, "cause" shall mean:
(i) If Employee is convicted by a court of competent and final
jurisdiction of any crime (whether or not involving IAI) which constitutes a
felony in the jurisdiction involved;
(ii) If Employee commits any act of fraud, embezzlement or similar conduct
against, or breaches a material fiduciary obligation to, IAI;
(iii) If Employee unreasonably fails or refuses to perform in any material
respect any of Employee's duties and responsibilities as required by this
Agreement; or
(iv) If Employee breaches the terms of Section 7 or Section 8 herein.
(c) Prior to terminating the Employee pursuant to Section 5(b)(iii) of this
Agreement, IAI shall first send the Employee a written notice of the alleged
breach and a thirty (30) day period to cure such alleged breach. If the
Employee has not cured the alleged breach within the thirty (30) day cure
period, IAI may send the Employee a notice of termination. If IAI terminates
the Employee for any other reason, termination
shall be effective when IAI sends the Employee written notice of termination.
(d) This Agreement may be terminated by the Employee upon the occurrence of
any event that has, or can reasonably be expected to have, a material adverse
effect on the financial condition, business, results of operation or prospects
of IAI's parent corporation, SFAD. Upon any such termination, Employee shall
be entitled to receive Employee's Base Salary as accrued through the date of
termination.
7. CERTAIN RESTRICTIVE COVENANTS.
(a) Employee recognizes and acknowledges that confidential information may
exist, from time to time, with respect to the business of IAI. Accordingly,
Employee agrees that Employee will not disclose any confidential information
relating to the business of IAI to any individual or entity during Employee's
employment or thereafter. The provisions of this paragraph shall not apply to
information which is or shall become generally known to the public or the
trade (except by reason of Employee's breach of Employee's obligations
hereunder), and information which Employee is required to disclose by order of
a court of competent jurisdiction (but only to the extent specifically ordered
by such court and, when reasonably possible, if Employee shall give IAI prior
notice of such intended disclosure so that it has the opportunity to seek a
protective order if it deems appropriate).
(b) As used in this Agreement, "confidential information" shall mean
studies, plans, reports, surveys, analyses, notes, records, unpublished
memoranda or documents, and all other non-public information relating to IAI's
business activities, including without limitation, all methods, processes,
techniques, equipment, research data, marketing and sales information,
personnel data, customer lists, employee lists, financial data, plans and all
other techniques, know how and trade secrets which presently or in the future
are in the possession of IAI.
(c) All memoranda, notes, records, reports, plans, papers or other documents
made or compiled by or made available to Employee in the course of employment
are and shall be the sole and exclusive property of IAI and shall be promptly
delivered and returned to IAI by Employee immediately upon termination of
employment with IAI.
8. NON-COMPETITION.
(a) During the period of active employment, and for a period of one year
thereafter, Employee shall not engage as principal, officer, director,
employee, controlling stockholder, partner or member, directly or indirectly,
in any activity or business which competes with ongoing operations of the IAI
in any area of the world where IAI regularly conducts its business. This
provision shall not prevent Employee from serving as a consultant to any such
business after the period of active employment.
(b) Employee also agrees to refrain from soliciting or otherwise calling
upon any then current clients of IAI for a period of two (2) years immediately
following termination of this agreement.
(c) The provisions of this Article regarding Non-Competition have been
carefully considered by Employee, and it is expressly covenanted and agreed
that in consideration of the totality of the circumstances under which
Employee has been retained by IAI, the foregoing restrictions on competition
are fair and that the provisions of this Article regarding Non-Competition are
to be construed as one of the exceptions to the prohibitions on restraint of
trade set forth in Section 542.33 Florida Statues. The provisions of this
Article shall survive the termination of this Agreement.
(d) This Article shall not apply if Employee's period of active employment
is terminated by the Board of Directors of SFAD without cause in violation of
this Agreement or if, at any time after the period of active employment, the
published bid price for SFAD common stock is less than $.04, or there are no
published bid prices for SFAD common stock, for a period of 10 consecutive
business days.
9. INJUNCTION. Employee acknowledges that the services to be rendered by
Employee are of a special, unique and extraordinary character, and,
in connection with such services, Employee will have access to
confidential information vital to IAI's business. Accordingly, Employee
consents and agrees that if Employee violates any of the provisions of
Section 7 or Section 8 hereof, IAI would sustain irreparable harm and,
therefore, in addition to any other remedies which may be available to it,
IAI shall be entitled to apply to any court of competent jurisdiction for an
injunction restraining Employee form committing or continuing any such
violation of this Agreement without the necessity of showing irreparable harm
or inadequate remedy at law or the requirement of posting any bond. Nothing in
this Agreement shall be construed as prohibiting IAI form pursuing any other
remedy or remedies including, without limitation, recovery of damages.
10. MODIFICATIONS OR ELIMINATION OF RESTRICTIONS. In the event that any of
the restrictions contained in Sections 7, 8, or 9 hereof shall be held to be
in any way an unreasonable restriction on Employee, then the court so holding
shall reduce the territory and/or period of time in which such restriction
operated, or modify or eliminate any such restriction to the extent necessary
to render such paragraphs enforceable.
11. ENTIRE AGREEMENT. This Agreement represents the entire Agreement between
the parties with respect to the subject matter hereof and shall not be
modified or affected by any offer, proposal, statement or representation,
oral or written, made by or for either party in connection with the terms
hereof. This Agreement may not be amended except by an instrument in writing
signed by IAI and Employee.
12. SEVERABILITY. Should any provision or clause hereof be held to be
invalid, such invalidity shall not affect any other provision or clause hereof
which can be given effect without such invalid provisions.
13. LAWS APPLICABLE. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
14. COVENANTS, WARRANTIES AND REPRESENTATIONS OF EMPLOYEE. Employee
represents, covenants and warrants that entering into this Agreement does not
constitute a breach of any other agreement to which Employee is a party.
15. VACATION. Employee shall be entitled to an annual vacation of three
weeks (3) weeks. Vacation time shall be scheduled at those times most
convenient to IAI's business.
16. RELATIONSHIP BETWEEN PARTIES. The parties recognize that the Board of
Directors of the IAI, in accordance with controlling state statutes, shall
manage the business affairs of the IAI. The relationship between the IAI and
Employee is that of employer and employee.
17. WAIVER. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party.
18. SUCCESSORS. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, heirs, and
legal representatives, and neither this Agreement nor any beneficiary or
beneficiaries designated by IAI.
19. NOTICES. Any notices required of permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered or
certified mail to the party entitled thereto.
20. ARBITRATION AND ATTORNEY'S FEES. Any controversy or claim arising out of
or relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Any decision rendered by the arbitrator shall be final,
conclusive and binding upon the parties and may be entered as judgement in any
court having jurisdiction thereof. The arbitration shall be held in Palm
Beach County, Florida. The prevailing party shall be entitled to recover all
costs incurred in connection with the arbitration procedure.
21. COUNTERPARTS. This Agreement may be executed in counterparts, any one of
which shall be evidence of the Agreement of the parties hereto, and all of
which, together, shall form the Agreement of the parties.
22. AMENDMENT. No amendment or variation of the terms of this Employment
Agreement shall be valid unless made in writing and signed by the parties
hereto.
23. DEATH AND DISABILITY. In the event of Employee's death during the term of
Employee's employment, this Agreement shall terminate as of the date of death.
Employee's beneficiary or estate shall be entitled to receive Employee's base
salary as accrued through the date of termination, plus a prorated portion of
any bonus earned with regard to that fiscal year. If the Employee is unable
to substantially perform his duties on a full-time basis because of
disability, illness or injury, he shall be retained at full compensation and
other benefits for ninety (90) days. At the expiration of this period, if the
Employee remains unable to substantially perform his duties, IAI shall have
the unqualified right to terminate the Agreement by written notice to the
Employee and no further compensation or benefits shall be due or owing, other
than a prorated portion of any bonus earned with regard to that fiscal year.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
WITNESS INTERNET ASSOCIATES INTERNATIONAL, INC.
/s/ Xxxxx Xxxxx
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EMPLOYEE: XXXXX XXXXX
