EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of October
3,
2005, by and between NuCon, Inc., a Nevada corporation ("Company"), and
Xxxxxxxxx X. Xxxxxxxxxx ("Employee"), with reference to the following:
WHEREAS,
Company wishes to employ Employee to serve as Chief Operating Officer of the
Company to provide services to the Company as set forth herein; and
WHEREAS,
Employee wishes to provide such services under the terms and conditions set
forth herein;
NOW,
THEREFORE, in consideration of the mutual promises, conditions and covenants
set
forth herein, the parties do hereby mutually agree as follows:
1.
Services of Employee. Company hereby employs Employee to assist in
promotion, administration, financial and strategic planning, client relations
attracting client companies engaged in all manner and kind of nuclear energy
endeavors and matters related thereto for the Company and to perform such other
similar work as Company may from time to time designate.
2.
Term. The initial term of this Agreement (the "Term") shall be three (3)
years commencing on November 1, 2005 and expiring on October 31, 2008, unless
sooner terminated as hereinafter provided. This Agreement between the Employee
and Company, shall be automatically renewed for successive three (3) year terms
unless notice of termination is given 60 days prior to the expiration of the
Term.
3.
Base Salary. In consideration of Employee's agreement to render services
hereunder, Company shall pay to Employee the salary ("Base Salary") $72,000
per
year, payable in equal monthly installments of $6,000.
4.
Benefits.
(a)
During the Term, Employee shall be entitled to health insurance and other
benefits (including, without limitation, bonuses, vacation and sick leave)
as
are made available to other officers of the Company.
(b)
Company shall reimburse Employee for all reasonable expenses incurred by
Employee in performing services on behalf of Company. Company shall withhold
and
pay any social insurance payments required to be paid on Employee's behalf.
(c)
During the Term, Employee shall be entitled to a leased automobile provided
by
the Company at no cost to Employee for use in connection with Employee's
employment.
5.Devotion
of Time. Employee shall devote such time and attention to Company
as shall be necessary to adequately perform his duties as herein provided.
Employee may engage in other activities so long as such other activities or
ventures do not materially interfere with his duties under this Agreement.
6.Termination
by Company. In the event that Company terminates this Agreement
for any reason other than cause, Company shall continue to pay Employee the
Base
Salary when otherwise due the additional period of the Term of this Agreement.
On the death of Employee or the Employee's termination of this Agreement, this
Agreement shall terminate and be of no further force and effect and no
additional payment hereunder will be due or paid.
7.
Assignment.
Without the prior written consent of the other party, neither Company
nor Employee may assign or transfer this Agreement or all or any part of its
rights hereunder to any person, firm or corporation. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
8.
Notices. Any notice, demand or communication required or permitted to be
given by any provision of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if sent by personal delivery,
recognized overnight courier, registered or certified mail, postage and charges
prepaid, or facsimile (followed within one business day by a hard copy sent
by
any other approved notice method) to the parties at the addresses set forth
below their signatures to this Agreement, upon the earlier of (a) the third
business day after such notice, demand or communication was sent or (b) receipt
by such party.
9.
Arbitration.
In the event of any dispute, claim or controversy between the parties arising
out of or in any way relating to this Agreement, such dispute, claim or
controversy shall be resolved by and through an arbitration proceeding before
a
single arbitrator in Los Angeles, California, pursuant to the commercial
arbitration rules of the American Arbitration Association. Both the foregoing
agreement of the parties to arbitrate any and all such claims, and the results,
determination, finding, judgment and/or award rendered through such arbitration,
shall be final and binding on the parties hereto and may be specifically
enforced by legal proceedings. Any and all legal proceedings to enforce this
Agreement, including any action to compel arbitration hereunder or to enforce
any award or judgment rendered thereby, shall be governed in accordance with
Section 11.
10.
Attorneys' Fees. In the event of any arbitration, litigation or other
legal proceedings between the parties hereto, including any action to compel
arbitration hereunder or to enforce any award or judgment rendered thereby,
the
nonprevailing party shall pay the expenses, including reasonable attorneys'
fees
and court costs, of the prevailing party in connection therewith.
2
11.
Miscellaneous.
This Agreement shall be governed by and construed in accordance with the laws
of
the State of California applicable to contracts made and to be performed wholly
within such State, and without regard to the conflicts of laws principles
thereof. Subject to the provisions of Section 9
hereof,
any suit brought hereon shall be brought in the state or federal courts sitting
in Los Angeles, California, the parties hereto hereby waiving any claim or
defense that such forum is not convenient or proper. Each party hereby agrees
that any such court shall have in personam jurisdiction over it and consents
to
service of process in any manner prescribed in Section 8 or in any other manner
authorized by California law. This Agreement sets forth the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof
and replaces any and all prior agreements and understandings, whether written
or
oral, relating in any way to the subject matter of this Agreement. Section
and
paragraph headings of this Agreement are inserted solely for convenience of
reference and are not a part of and are not intended to govern, limit or aid
in
the construction of any term or provision hereof. No waiver of any breach of
any
provision of this Agreement shall be construed to be a waiver of any proceeding
or succeeding breach of the same or any other provision. All rights and the
remedies of either party hereunder shall be cumulative and the exercise or
enforcement of any one or more of them shall not preclude any party from
exercising any of the others or any right or remedy allowed by law.
12.
Indemnification. To the fullest extent permitted by law, Company shall
indemnify, defend and hold harmless Employee from and against any and all costs,
expenses, losses, claims, damages, obligations or liabilities (including actual
attorneys' fees and expenses) arising out of or relating to any acts, or
omissions to act, made by Employee on behalf of or in the course of performing
services for Company. To the extent a change in applicable law permits greater
indemnification than is now afforded, it is the intent of the parties hereto
that Employee shall enjoy the greater benefits afforded by such change. If
any
claim, action, suit or proceeding is brought, or claim relating thereto is
made,
against Employee with respect to which indemnity may be sought against Company
pursuant to this Section, Employee shall notify Company in writing thereof,
and
Company shall promptly advance to Employee the costs of the defense thereof,
including, without limitation, the cost of counsel selected by Employee. In
addition, the Company shall as soon as practical hereafter obtain and maintain
officers and directors liability insurance in an amount of not less than
$1,000,000.
[Signaturepage
follows]
3
IN
WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.
4
