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Exhibit 6.5
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 29th day of July 1998, , by and between OPEC, Corp.
(hereinafter called "Company") and Xxxxxx X. Xxxxxxxx (hereinafter called
"Employee") shall be effective as of August 1, 1998
RECITALS:
WHEREAS, The Company, desires to enter into an employment relationship with
Employee pursuant to the terms and conditions set forth herein; and
WHEREAS, Employee is willing to accept such employment with the Company,
pursuant to the terms and conditions set forth in this Agreement; and
NOW THEREFORE, the Parties hereto, in consideration of the mutual covenants and
promises hereinafter contained, do hereby agree as follows:
TERMS
1. EMPLOYMENT DUTIES. The Company hereby employs Employee to perform the
following duties as the President of the Company.
a. Perform all duties of President as described in the Bylaws of the
corporation, to supervise the management of the day to day affairs
of the Company, the hiring of personnel, the bidding and negotiation
of construction contracts, the satisfactory completion of
construction projects, the acquisition of equipment and to carry out
any other duties assigned to him by the Board of Directors of the
Company.
b. To serve as a Director of the Company.
2. PERFORMANCE. Employee agrees to devote reasonable time and effort
necessary to perform the duties described in Section 1 above in a manner
satisfactory to the Company and to perform such other duties as are
assigned to him from time to time by the Board of Directors of the
Company.
3. TERM. Except as provided in Section 7 below, the term of this Contract
shall be five (5) years from the effective date hereof. This Agreement
shall automatically renew for periods of one year, unless earlier
terminated in accordance with the provisions of Section 7 below or either
party gives written notice, at least thirty days (30) prior to the
automatic renewal date, of their intention not to renew this Agreement.
4. COMPENSATION.
a. In consideration for the services to be rendered by Employee in his
capacity hereunder, Employee shall be compensated as follows:
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An annual salary of One Hundred Twenty Thousand & 00/100 Dollars
($120,000), which shall be payable in equal installments based on
the Company's normal pay periods.
b. A bonus of Sixty Thousand & 00/100 Dollars ($60.000), if the
Company, under Employee's management, achieves those revenue and
profit goals as approved by the Board of Directors at the beginning
of each fiscal year. Such bonus shall be payable within 30 days
after the end of each fiscal year.
c. Employees salary, may be adjusted by mutual consent of the parties
at any time during the term of this contract or any subsequent
extension hereof. In addition, the Company may provide other
employment benefits as per Section 5 below.
5. EMPLOYEE BENEFITS. The Company, at its sole discretion, may provide
certain group benefits to all full time employees and agrees that Employee
will be covered by any such plans adopted by the Company while he is a
full time employee and Employee hereby agrees to submit to any medical or
other examination and to execute and deliver any application or other
instrument in writing, reasonably necessary to effectuate such plans and
benefits.
6. EXPENSES. The Company will reimburse the employee for all reasonable
and necessary business expenses which are approved in advance by the
Company.
7. TERMINATION. Employment under this Agreement may be terminated as follows:
a. DEATH/EXPIRATION OF THIS AGREEMENT WITHOUT RENEWAL. By Employees
death or upon the expiration of the term of this Agreement and the
Company shall be obligated, in either event, to pay Employee his
annual salary, a prorated bonus and benefits actually due Employee
up to the actual date of death or expiration of the Agreement.
b. TOTAL DISABILITY. For the purpose of this Agreement, the term "total
disability" means Employee's inability, because of serious physical
and/or mental injury, illness or impairment, certified by a licensed
medical doctor and by whatever supporting documents are requested by
the Company, to perform his assigned duties for more than Ninety
(90) consecutive days; and the Company shall be obligated, in that
event, to pay Employee his annual salary, a prorated bonus and
benefits actually due up to the date of disability.
c. EMPLOYEE NOTICE. At the election of Employee upon thirty (30) days
written notice to Company and the Company shall only be obligated,
in that event, to pay Employee their normal compensation up to the
actual date of termination and benefits actually due Employee up to
the date of termination. Upon receipt of such notice from Employee
the Company, at its sole discretion, may terminate this Agreement
immediately and pay Employee his annual salary, a prorated bonus and
benefits actually due Employee up to such date of termination as
hereby invoked by the Company.
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d. WITH CAUSE. Employee's employment may be terminated for cause at any
time upon five (5) days written notice. For the purpose of this
Agreement "for cause" is defined to include, but not be limited to
the following: (i) willful, malicious and grossly negligent acts by
Employee having the effect or causing significant harm to the
business interests of The Company; (ii) the failure of Employee to
devote reasonable time, energies and efforts to the performance of
his duties; (iii) the conviction of Employee of any felony crime;
(iv) the violation of any specific written direction of the Board of
Directors relating to services to be rendered by him or the scope of
his duties as contemplated by this Agreement; (v) the commission by
Employee of any other material breach of this Agreement, and to the
extent that this act is curable, Employee has not cured it within
five (5) business days following receipt of notice of said material
breach. Any notice to Employee shall specify the facts and
circumstances claimed to provide the basis for such termination. In
the event of termination of this Agreement under this section, the
Company shall only be obligated to pay Employee his compensation,
and benefits earned or due up to the actual date of termination.
e. DEFAULT. Employee shall have the option to immediately terminate
this agreement if the Company fails to comply with the terms and
conditions of this Agreement, but only if such default or breach of
this Agreement is not caused, directly or indirectly, by Employee in
his managerial and fiduciary capacity under this Agreement, whereby
Employee's, intentional or unintentional, acts have caused the
Company, through lack of work or excess expenditures, to be unable
to meet its financial obligations under this Agreement. Upon failure
of the Company to meet any of its obligations due Employee under
this Agreement or there is any other material breach of this
Agreement, and to the extent that it is curable, Employee shall give
written notice to the Company and shall specify the facts and
circumstances claimed to be as breach of this Agreement. The Company
shall have five (5) business days following receipt of such written
notice of said material breach to cure such breach. If said breach
is not cured by the Company within such time period than it shall be
deemed as if the Company has terminated this Agreement "Without
Cause" and Employee shall be entitled to all amounts due hereunder
as if the Agreement had not been terminated.
8. AGREEMENT NOT TO COMPETE. Employee hereby agrees and stipulates that he
shall not compete, in the cable construction business or any other
business engaged in by the Company, the Company's parent corporation,
World's Fare, Inc. or any of its subsidiaries or affiliates, either
directly or indirectly, or compete in any other way with the business
opportunities of any of these entities, for any period that he is
receiving any compensation from the Company under this Agreement and
not less than one (1) years from the date of any termination of this
Agreement as provided in Section 7 of this Agreement, without the
express written permission of the Company. Employee hereby further
acknowledges, agrees and stipulates, that he has received fair and
adequate consideration, in the form of stock and or cash, in exchange
for this Agreement.
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9. PROPRIETARY INFORMATION. Employee shall treat as information proprietary
to the Company any and all data and/or information discovered and/or
disclosed and shall not, directly or indirectly, use any such information
and/or data for his own benefit or disclose or fail to use its best
efforts to prevent the disclosure of the same to any other person or
entity for any purpose or reason whatsoever, during the term of this
Agreement or at any time thereafter.
10. PROPRIETARY INFORMATION DEFINED. Proprietary information includes but
is not limited to unique concepts, products, services,
company/corporate strategy and business development, including plans
relating to this acquisition, expansion, marketing, financials, client
lists and other business information, operating information, policies,
practices and processes, database and networking systems, information
relating to employees, customers, prospective customers and suppliers,
whether such information is documented, contained electronically and/or
contained on any other medium.
11. REPRODUCTION OF PROPRIETARY INFORMATION. Employee stipulates that he will
not, at any time, make any reproduction, copy, abstract, summary and/or
precis of the whole or of any part of any Proprietary Information without
the prior express written consent of the Company, in which case said
reproduction, copy, abstract, summary and/or precis shall remain the
property of the Company.
12. CONFIDENTIALITY. Employee stipulates that he shall keep any and all
Proprietary Information obtained, during the term of this Agreement or any
time thereafter, in the strictest of confidence and secrecy.
13. NON-DISCLOSURE. Employee stipulates that he shall not, during the term of
this Agreement or any time thereafter, in any way or by any means,
disclose, disseminate and/or distribute any Proprietary Information to
any third party without the prior express written consent of the Company.
14. NON-CIRCUMVENTION. Employee stipulates that he shall not, during the term
of this Agreement or any time thereafter, in any way or by any means
implement and/or use any Proprietary Information, circumvent, usurp an
opportunity, take advantage of and/or benefit from, through the exclusion
of the Company, any Proprietary Information obtained.
15. INJUNCTIVE RELIEF. The Employee recognizes and agrees that, a breach
of this Agreement will cause irreparable harm to the Company and no
amount of monetary damages can adequately compensate the Company for
the injury that would be caused by said breach. Accordingly, Employee
hereby stipulates that should the Company have a good faith reason to
believe that Employee is breaching or taking steps to breach any
material provision of this Agreement then the Company shall be entitled
to immediate issuance of an ex-parte temporary restraining order, by a
Court, enjoining the Employee from engaging in the opposed activities.
16. WAIVER. A Party's failure to insist on compliance or enforcement of any
provision of this Agreement shall not effect the validity or
enforceability or constitute a waiver of future enforcement of that
provision or any other provision of this Agreement by that Party or any
other party.
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17. LAW, JURISDICTION AND VENUE. This Agreement shall in all respects be
exclusively subject to, and governed by, the laws of the state of
Colorado. Exclusive venue and jurisdiction for any and all disputes shall
lie in El Paso County, Colorado. The Parties hereto stipulate that any
dispute arising out of this Agreement shall be submitted to binding
arbitration in Colorado pursuant to the arbitration rules and regulations
of the American Arbitration Association.
18. VALIDITY. The invalidity or unenforceability of any provision in this
Agreement shall not in any way effect the validity or enforceability of
any other provision and this Agreement shall be construed in all respects
as if such invalid or unenforceable provision had never been in this
Agreement.
19. NOTICE. All notices and other communications provided for or permitted
hereunder shall be made by hand delivery, overnight courier, certified or
registered mail, postage prepaid and return receipt requested, telex or
facsimile transmission.
If to the Company If to Employee
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0000 Xxxxxx Xx. 0000 Xxxxxxxx Xx.
Xxxxxxxx Xxxxxxx, XX 00000 Xxxxxxxx Xxxxxxx, XX 00000
Fax: 000-000-0000 Fax:
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All such notices shall be deemed to have been duly given:
when delivered, by hand if personally delivered; and
the next day, after being sent by overnight courier; and
when received, if by mail; and when
received (as electronically acknowledged), if by facsimile transmission.
20. AMENDMENTS. This Agreement may be amended, at any time, only by the
written mutual consent of the Parties hereto, with any such Amendment to
be invalid unless it is both written and signed by both Parties.
21. LEGAL FEES AND COSTS. The Parties hereby stipulate and agree that in the
event that a dispute arises between the Parties, relating to this
Agreement, and one or both of the Parties deem it necessary to hire an
attorney to protect its rights and/or resolve said dispute, then the
prevailing Party, in any action, shall be entitled to recover and collect,
from the non-prevailing Party, all reasonable attorney's fees and costs
incurred.
22. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding by and between the Parties and no representations, promises,
agreements and/or understandings, written or oral, relating to this
Agreement by either Party not contained herein shall be of any force or
effect.
IN WITNESS WHEREOF, The Company and Employee have duly executed this Agreement
this 29th day of July, 1998.
OPEC, Corp. Employee
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
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By: Xxxxxx X. Xxxxxx By: Xxxxxx X. Xxxxxxxx
Its: Vice President
