EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (AGREEMENT) is made by and between KAIRE HOLDINGS,
INCORPORATED, a duly authorized Delaware corporation (“EMPLOYER”) with principle
executive offices located at 000 Xxxxx Xxxxxx, Xxxx X, Xxxxxxxx, XX 00000,
and
XXXXXX X. XXXXXXXX (“EMPLOYEE”), an individual residing at 0000 Xx Xxxxxx Xxxx,
Xxxxx, XX 00000.
RECITALS
WHEREAS,
EMPLOYER has continually employed EMPLOYEE since 1995 under the terms, and
conditions of various employment agreements; and
WHEREAS,
the term of the most recent employment has expired; and
WHEREAS,
EMPLOYER wishes to offer employment to EMPLOYEE and EMPLOYEE wishes to accept
such employment.
NOW
THEREFORE, EMPLOYER hereby offers employment to EMPLOYEE, and EMPLOYEE hereby
accepts such offer of employment subject to the terms and conditions contained
in this EMPLOYMENT AGREEMENT.
| 1) |
TERM:
|
| a) |
The
term of this AGREEMENT shall commence on April 1, 2005 (the Effective
Date) and shall continue for a period of three (3) years one (1)
month
thereafter (the "Initial Term"), unless extended by either party
hereto,
or terminated as provided herein. After the expiration of the Initial
Term, this AGREEMENT shall automatically renew for additional three-year
terms (each such three-year term or portion of such final three-year
term
being hereinafter referred to as a "Renewal Term"), but may be terminated
by either party by giving written notice to the other party six calendar
months prior to the expiration date of the Initial Term or any Renewal
Term.
|
| 2) |
TITLES
AND DUTIES:
|
| a) |
EMPLOYER
hereby employs EMPLOYEE to perform, and EMPLOYEE hereby accepts employment
with EMPLOYER and agrees to perform the duties and responsibilities
of
CHIEF EXECUTIVE OFFICER of the EMPLOYER, together with such additional
powers and duties with respect to EMPLOYER'S business as may be assigned
to EMPLOYEE by the Board of Directors of EMPLOYER during the Initial
Term
or any Renewal Terms. EMPLOYEE also agrees to serve as a CHAIRMAN
OF THE
BOARD OF DIRECTORS of the EMPLOYER.
|
1
| 3) |
COMPENSATION:
|
EMPLOYER
shall pay EMPLOYEE, and EMPLOYEE shall accept as his entire compensation for
the
services rendered by him during the Initial Term of this EMPLOYMENT AGREEMENT,
the following:
| a) |
Base
Salary:
|
A
base
salary which shall commence on April 1, 2005 for any and all services which
EMPLOYEE may render to EMPLOYER, in the amount of eight thousand three hundred
thirty three ($8,333.33) dollars and thirty three cents per month for the months
April 1, 2005, through April 1, 2006, then increasing by fifteen percent (15%)
per year for the remainder of this AGREEMENT.
| b) |
Stock
Options:
|
EMPLOYEE
compensation shall also include a five (5) year option to purchase twelve
million (12,000,000) shares of the company’s common stock at the option price of
five ($0.5) cents per share upon execution or the effective date of this
EMPLOYMENT AGREEMENT.
| c) |
Cash-less
Exercise Provision:
|
EMPLOYEE
may exercise all or any portion of such Stock Options immediately upon execution
of this AGREEMENT without paying the company the exercise price. EMPLOYEE may
make the option payment at such time as is convenient for EMPLOYEE.
| d) |
Registration
of Stock Underlying EMPLOYEE Stock
Options:
|
EMPLOYER
shall cause any and all stock underlying EMPLOYEE’S option to purchase the
companies stock, including but not limited to stock options awarded for any
future deferral of compensation by EMPLOYEE, or any stock options awarded to
EMPLOYEE due to his participation in any merger or acquisition, to be registered
and filed under a S-8 Registration statement with the Securities and Exchange
Commission as soon as practical, but in no case later than thirty (30) days
from
the Effective Date of this AGREEMENT, or the effective date of any merger or
acquisition.
| e) |
Stock
Options Irrevocable:
|
All
EMPLOYEE stock options are irrevocable and shall survive any termination of
EMPLOYEE by EMPLOYER, or any resignation by EMPLOYEE.
2
| f) |
Mergers
and Acquisitions:
|
If
as a
result of EMPLOYEE’S efforts, EMPLOYER acquires, is acquired, or merges with
another entity (the "Transaction"), EMPLOYEE shall be entitled to compensation
in an amount equal to three percent (3%) of the total value of such transaction.
Compensation may be paid in cash or in EMPLOYER’S common stock at the sole
discretion of EMPLOYEE.
| g) |
Vacation:
|
EMPLOYEE
shall receive five (5) weeks paid vacation each year, which shall be taken
in
accordance with EMPLOYER'S vacation policy, or from time to time at the option
of EMPLOYEE.
| h) |
Holidays:
|
EMPLOYEE
shall receive all the paid holidays observed by EMPLOYER.
| i) |
Comprehensive
Medical Insurance:
|
EMPLOYER
shall provide EMPLOYEE with comprehensive medical insurance coverage. EMPLOYEE
shall receive such other insurance coverage and fringe benefits as are provided
to its EMPLOYEE’S or executives or as may be determined by the Board of
Directors.
| j) |
Directors
and Officers Insurance:
|
EMPLOYER
shall also provide EMPLOYEE with Directors and Officers Insurance and Accidental
Death Insurance with a face value of one million ($1,000,000) dollars.
| k) |
Reimbursement
of Expenses:
|
EMPLOYER
shall reimburse EMPLOYEE for all reasonable and necessary expenses paid or
incurred by EMPLOYEE in the performance of his duties during the term of this
Agreement, or any renewals thereof. EMPLOYEE shall furnish EMPLOYER with
receipts for such expenses.
| 4) |
EMPLOYER’S
Failure to Provide Additional Benefits:
|
In
the
event EMPLOYER fails to provide any of the Additional Benefits as described
above in sub paragraph, then EMPLOYEE may at EMPLOYEE’S election take the cash
or stock equivalent of such Additional Benefits.
3
| 5) |
DISABILITY
OR DEATH
|
If
EMPLOYEE shall at any time be incapacitated or prevented by illness, injury,
accident or other circumstances beyond his control (Incapacity) from discharging
his duties pursuant to this Agreement for a total of 270 days or more in any
18
consecutive calendar months, EMPLOYER may by notice in writing to EMPLOYEE
given
at any time so long as the incapacity shall continue:
Discontinue
payment in whole or in part of EMPLOYEE'S base salary on and from such date
as
may be specified in the notice until the incapacity shall cease; or (whether
or
not payment shall already have been discontinued as aforesaid) Terminate this
Agreement forthwith or on such date as may be specified in the notice. Subject
to the foregoing, EMPLOYEE'S base salary shall, notwithstanding the Incapacity,
continue to be paid to EMPLOYEE in accordance with the provisions of this
Agreement in respect of the period of incapacity prior to such discontinuance
or
termination.
If
the
EMPLOYEE dies prior to the expiration of the term of employment, the
compensation due him from the EMPLOYER under this Agreement shall be the amount,
which EMPLOYEE would be paid if permanently disabled, and shall be paid to
his
executors.
| 6) |
TERMINATION
|
| a) |
No
Termination of EMPLOYEE for Twelve
Months
|
EMPLOYER
may not terminate EMPLOYEE for any reason at any time within the first twelve
months of the EFFECTIVE DATE of this AGREEMENT.
| b) |
Termination
without Cause
|
Should
EMPLOYER terminate EMPLOYEE after the first twelve (12) months of this AGREEMENT
without cause, EMPLOYER shall immediately pay EMPLOYEE the full and entire
balance of the compensation indicated in this AGREEMENT.
| c) |
Termination
for Cause
|
EMPLOYER
may, at any time (except as noted above), discharge EMPLOYEE with cause
whereupon his employment hereunder shall terminate immediately upon the giving
of written notice of such discharge.
| d) |
Definition
of Cause
|
As
used
in this Agreement, the term “with cause” shall mean, the conviction of any crime
involving dishonesty or resulting in imprisonment without the option of a fine,
or the material non-observance, or the material breach by EMPLOYEE of any of
the
material provisions of this Agreement, or the neglect, failure or refusal of
EMPLOYEE to carry out the duties properly assigned to him after due notice
to
the EMPLOYEE of such neglect, failure or refusal.
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In
the
event of any discharge with cause, all obligations of EMPLOYER or in respect
of
this Agreement will terminate, except the obligation to pay EMPLOYEE any
compensation which shall have accrued or remain in the balance of the Initial
Term or any Renewal Term, and the option to purchase the stock described
elsewhere in this EMPLOYMENT AGREEMENT.
| 7) |
NON-COMPETITION
|
During
his employment and for a period of one (1) year thereafter, EMPLOYEE will not:
| a) |
Communicate,
publish or disseminate any information to any third party regarding
the
operations or methods of operation of the EMPLOYER, including, but
not
limited to, the disclosure, publication or dissemination of any written
materials prepared by or on behalf of EMPLOYER, including without
limitation all processes, formulae and technical data and know how,
the
names of customers of EMPLOYER, the names of prospective customers
of
EMPLOYER, the names of employees, suppliers, independent contractors,
consultants or others providing services or products to EMPLOYER,
methods
or techniques by which EMPLOYER solicits business, markets its services
or
products, services its customers or implements customer services,
the
pricing of services or products of EMPLOYER, or the methods or techniques
used by EMPLOYER in arriving at its pricing, any financial information
relating to EMPLOYER, any other information pertaining to the conduct
of
business by EMPLOYER,
|
| b) |
Use
for his own account any property or information secured, acquired,
developed or produced by him while employed by EMPLOYER and relating
to
the conduct of EMPLOYERs business,
|
| c) |
Solicit
or otherwise communicate with any EMPLOYEE, supplier, independent
contractor or consultant of EMPLOYER encouraging such individual
to engage
in any "Competitive Business," as hereinafter
defined.
|
| d) |
EMPLOYEE
acknowledges that the needs of EMPLOYER to protect itself from disclosure
of information and competition are reasonable and justifiable. If
the
provisions hereof relating to the area of restriction or the periods
of
restriction are deemed to exceed maximum area or periods which a
court
having jurisdiction over the matter would deem enforceable, the area
or
periods shall, for the purposes hereof, be deemed the maximum area
or
periods which such court would deem valid and enforceable.
|
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| e) |
To
the extent that any term or provisions of this Paragraph (j) shall
be
deemed unenforceable by a court of competent jurisdiction, it is
the
intention of the parties that such unenforceable provision be severed
independently and that the remaining terms and provisions of this
paragraph shall remain in full force and effect and enforceable.
EMPLOYEE
also acknowledges that, in the event of any breach or threatened
breach of
the provisions of this Paragraph (j), or any part hereof, EMPLOYER
will be
irreparably injured and EMPLOYER'S remedy at law may be inadequate.
Therefore, EMPLOYER shall be entitled to injunctive relief for any
threatened or actual breach of the provisions of this Paragraph 5,
together with such other equitable and legal relief as may be appropriate
under the circumstances. No remedy shall exclusive, and all remedies
shall
be deemed cumulative.
|
| 8) |
DISCLOSURE
OF INFORMATION
|
EMPLOYEE
represents and warrants that he is not a party to, or bound by any agreement,
which forbids his entry into, or limits his right of action under this Agreement
EMPLOYEE has disclosed to EMPLOYER.
| 9) |
EMPLOYEE
INDEMNIFICATION
|
EMPLOYER
agrees to indemnify EMPLOYEE and hold EMPLOYEE harmless to the fullest extent
permitted under law.
| 10) |
GENERAL
PROVISIONS
|
| a) |
Agreement
Binding Upon Successors and Heirs:
|
This
Agreement shall inure to the benefit of and be binding upon EMPLOYER, and their
successors and EMPLOYEE, his heirs, executors, administrators and legal
representatives.
| b) |
Notices:
|
Any
notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed (by registered or certified mail, postage
prepaid) to EMPLOYER or EMPLOYEE, as the case may be, at its or his address
herein above stated.
6
| c) |
Terms
Unenforceable:
|
If
any
part of this Agreement shall be found in any action, suit or proceeding to
be
invalid or ineffective, the validity and effect of the remaining parts (as
construed without regard to such invalid and ineffective part) shall not be
affected.
| d) |
No
Assignment or Transfer:
|
This
Agreement is personal in its nature and the parties hereto shall not, without
the consent of the other, assign or transfer this Agreement or any rights or
obligations here under.
| e) |
No
Amendment:
|
Agreement
may be amended, modified, superseded or canceled, and only a written instrument
executed by any two (2) of the parties hereto hereof may waive any of the terms
or conditions.
| f) |
Failure
to Object Not A Waiver:
|
No
waiver
of any nature, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such condition or of any breach, or a waiver of any other condition or of any
breach of any other term of this Agreement.
| g) |
Execution
in Counterparts:
|
This
AGREEMENT may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
| h) |
Supersedes:
|
The
AGREEMENT supersedes any and all other agreements either oral or in writing,
between the parties hereto with respect to the employment of the EMPLOYEE by
the
EMPLOYER and contains all of the covenants and agreements between the parties
with respect to such employment.
| i) |
Governing
Law:
|
This
AGREEMENT shall be construed in accordance with the laws of the State of
California.
| j) |
Binding
Arbitration:
|
Any
disputes there under shall be submitted to binding arbitration in Los Angeles,
California, under the rules of the American Arbitration Association. EMPLOYEE
has been advised of his right to consult with independent counsel and has
consulted with that independent counsel to the degree he deemed
necessary.
7
IN
WITNESS WHEREOF, the parties hereto have executed this AGREEMENT
on
May
15, 2005, at Los Angeles, California
WITNESS
EMPLOYEE
KAIRE
HOLDINGS
INCORPORATED
/s/
Xxxx
Xxxxxxxxx
/s/
Xxxxxx
Westrlund
______________________________
__________________________
Xxxx
Xxxxxxxxx Xxxxxx
Xxxxxxxx
Company
Outside
Counsel
CEO and Director
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