Exhibit 10.3
EMPLOYMENT AGREEMENT
DATE: March 28, 2006
BETWEEN: Rotary Engine Technologies, Inc.
0000 Xxxxxxxx Xxx, Xxxxx 000
Xxxx, XX 00000-0000 ("Company")
AND: Xxxxx Xxxxxx
0000 Xxxxxx Xxxxx, Xxxxx 0
Xxxxxxx Xxxxx, XX 00000 ("Employee")
RECITAL
The Company desires to employ and retain the unique experience,
abilities, and services of Employee to perform certain duties and Employee
desires to accept such employment, pursuant to the terms and conditions ser
forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is agreed as follows:
1. EMPLOYMENT.
1.1 TERM. The Company agrees to employ Employee as Director of
Product Development for a term commencing on the date of this Agreement and
continuing for a period of sixty (60) months, subject to automatic annual
renewals, until terminated in accordance with Section 7 of this Agreement.
Employee acknowledges that his initial hire date is April 1, 2006.
1.2 DUTIES. Employee accepts employment with the Company on
the terms and conditions set forth in this Agreement, and agrees to devote his
full time and attention, reasonable periods of illness excepted, to the
performance of his duties under this Agreement. Employee shall perform his
duties and shall exercise such specific authority as may be assigned to Employee
from time to time. In performing such duties, Employee shall be subject to the
direction and control of the Chief Executive Officer or Chief Operating Officer
of the Company, as the case may be. Employee further agrees that in all aspects
of such employment, Employee shall comply with the policies, standards, and
regulations of the Company established from time to time, and shall perform his
duties faithfully, intelligently, to the best of his ability, and in the best
interest of the Company.
EMPLOYMENT AGREEMENT - Page 1
The devotion of reasonable periods of time by Employee for personal purposes,
outside business activities, or charitable activities shall not be deemed a
breach of this Agreement, provided that such purposes or activities do not
materially interfere with the services required to be rendered to or on behalf
of the Company.
2. COMPENSATION.
2.1 COMPENSATION. The initial annual compensation to be paid
Employee for services rendered under this Agreement shall be Sixty Thousand
Dollars ( $60,000.00, payable weekly. The initial annual compensation shall be
increased to $120,000.00 at such time as Aqua Xtremes, Inc., of which the
Company is a wholly-owned subsidiary, shall have either (a) delivered a minimum
of three hundred (300) Xboards(TM) per month to customers for a period of two
(2) consecutive months; or (b) completed the production, sale, and delivery of
one of the Company's engines; or (c) completed the sale and delivery of three
thousand (3,000) 407 or 814 Wankel engines.
2.2 OTHER BENEFITS. Base compensation and any bonus
compensation paid to Employee shall be in addition to any contribution made by
the Company for the benefit of Employee to any qualified retirement plan which
may be established by the Company for the exclusive benefit of its employees.
The Company shall provide to Employee and Employee's family the same benefits
that the Company may provide to other similarly employed personnel and their
families, subject to Employee's satisfaction of the respective eligibility
conditions for such benefits.
3. EXPENSES. Employee shall be entitled to reimbursement from the
Company for reasonable expenses necessarily incurred by Employee in the
performance of Employee's duties under this Agreement, upon presentation of
vouchers indicating in detail the amount and business purpose of each such
expense and upon compliance with the Company's reimbursement policies
established from time to time.
4. ILLNESS OR DISABILITY. In the event Employee is unable to perform
his duties under this Agreement due to illness or disability for a continuous
period of eight (8) weeks, the then current annual compensation which shall be
otherwise payable under this Agreement during said illness or disability shall
be reduced by fifty percent (50%).. The full annual compensation shall be
reinstated upon Employee's resumption of his duties hereunder. In the event,
however, that Employee is unable to perform his duties under this Agreement, for
any reason, for a continuous period of 90 days, the Company shall have the
option, pursuant to Section 7 of this Agreement, to terminate this Agreement .
5. DEATH BENEFIT. In the event of Employee's death during his
employment under this Agreement, the Company shall pay to the Employee's estate
the then current annual compensation due and owing through the end of the month
in which death occurred.
EMPLOYMENT AGREEMENT - Page 2
6. CONFIDENTIALITY.
6.1 CONFIDENTIALITY. Employee acknowledges and agrees that all
planning information, lists of the Company's clients, financial information, and
other Company data related to its business ("Confidential Information") are
valuable assets of the Company. Except for information that is a matter of
public record, Employee shall not, during the term of this Agreement or after
the termination of employment with the Company, disclose any Confidential
Information to any person or use any Confidential Information for the benefit of
Employee or any other person, except with the prior written consent of the
Company.
6.2 RETURN OF DOCUMENTS. Employee acknowledges and agrees that
all originals and copies of records, reports, documents, lists, plans, drawings,
memoranda, notes, and other documentation related to the business of the Company
or containing any Confidential Information shall be the sole and exclusive
property of the Company, and shall be returned to the Company upon the
termination of employment with the Company or upon the written request of the
Company.
6.3 INJUNCTION. Employee agrees that it would be difficult to
measure damages to the Company from any breach by Employee of subsections 6.1 or
6.2 and that monetary damages would be an inadequate remedy for any such breach.
Accordingly, Employee agrees that if Employee shall breach or take steps
preliminary to breaching subsections 6.1 or 6.2, the Company shall be entitled,
in addition to all other remedies it may have at law or in equity, to an
injunction or other appropriate orders to restrain any such breach, without
showing or proving any actual damage sustained by the Company.
6.4 NO RELEASE. Employee agrees that the termination of
employment with the Company shall not release Employee from any obligations
under subsections 6.1, 6.2 or 6.3 of this Section 6.
7. TERMINATION.
7.1 TERMINATION BY PRIOR NOTICE. The employment of Employee by
the Company may be terminated either by the Company, for cause, or by the
Employee upon the giving of seven (7) days' prior written notice to the other
party. In addition, this Agreement may be terminated at any time upon the mutual
written agreement of the Company and Employee. "For cause" shall be defined as
the occurrence of any one of the following events:
7.2.1 Employee willfully and continuously fails or
refuses to comply with the policies, standards, and regulations of the Company
established from time to time;
7.2.2 Employee engages in fraud, dishonesty, or any
other act of misconduct in the performance of Employee's duties on behalf of the
Company;
7.2.3 Employee fails to perform any provision of this
Agreement to be
EMPLOYMENT AGREEMENT - Page 3
performed by Employee;
7.2.4 All or substantially all the assets of the
Company are sold, transferred, or otherwise disposed of, the Company's assets
are distributed to its shareholders in liquidation, or the Company's business is
discontinued; or
7.2.5 Employee suffers a permanent disability. For
purposes of this Agreement, "permanent disability" shall be defined as
Employee's inability, due to illness, accident, or other cause, to perform the
majority of Employee's usual duties for a period of ninety (90) days or more
despite reasonable accommodation by the Company.
7.3 PRORATION OF ANNUAL COMPENSATION. Upon the termination of
employment, the then current annual compensation payable to Employee pursuant to
Section 2.1 of this Agreement shall be prorated to the date of such termination.
In addition, Employee shall receive any previously earned but unpaid bonus
compensation.
8. COVENANT NOT TO COMPETE. During the term of his employment under
this Agreement, and for a period of one (1) year hereafter, Employee shall not,
directly or indirectly, as proprietor, partner, limited partner, member of a
limited liability company, shareholder, officer, director, employee, agent or
representative, engage in a Competitive Business Activity within the United
States. "Competitive Business Activity" shall mean the usual and customary
products and services provided by the Company. In addition, during the term of
his employment under this Agreement, and for a period of one (1) year
thereafter, Employee shall not, directly or indirectly, hire the employees of
the Company to engage in a Competitive Business Activity within the United
States nor shall Employee solicit any employees or customers to leave the
Company.
9. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE. Employee represents and
warrants to the Company that there is no employment contract or any other
contractual obligation to which Employee is subject which prevents Employee from
entering into this Agreement or from performing fully Employee's duties under
this Agreement.
10. MISCELLANEOUS PROVISIONS.
10.1 The wavier by either the Company or Employee of a breach
of any provision of this Agreement will not operate by either the Company as a
waiver of any subsequent breach by either the Company or Employee.
EMPLOYMENT AGREEMENT - Page 4
10.2 This Agreement shall be binding upon and shall inure to
the benefit of both the Company and Employee and then respective successors,
heirs, and legal representatives; however, neither this Agreement nor any rights
hereunder may be assigned by either the Company or Employee without the written
consent of the other party.
10.3 No amendment or variation of the terms and conditions of
this Agreement shall be valid unless it is in writing and signed by the Company
and Employee.
10.4 All notices required or permitted to be given under this
Agreement shall be in writing. Notices may be served by certified or registered
mail, postage prepaid with return receipt requested; by private courier,
prepaid; by telex, facsimile or other telecommunications device capable of
transmitting or creating a written record; or personally. Mailed notices shall
be deemed delivered ten (10) days after mailing, properly addressed. Notices
sent by courier shall be deemed delivered on that date the courier warrants the
delivery will occur. Telex or telecommunicated notices shall be deemed delivered
when receipt is either confirmed by confirming transmission equipment or
acknowledged by the addressee or its office. Personal delivery shall be
effective when accomplished. Unless a party changes its address by giving notice
to the other party as provided herein, notices shall be delivered to the parties
at the addresses first set forth above
10.5 In the event suit or action is instituted to enforce any
of the terms of this Agreement, the prevailing party shall be entitled to
recover from the other party such sum as the Court may adjudge reasonable as
attorney's fees at trial or on appeal, in addition to all other sums provided by
law.
10.6 This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Nevada.
10.7 This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supercedes all prior oral or written agreements and understandings with respect
thereto.
10.8 This Agreement may be executed in several counterpart
copies, each of which shall be deemed an original and shall constitute one
agreement.
IN WITNESS WHEREOF, this Agreement is executed on the day and year
first above written.
ROTARY ENGINES TECHNOLOGIES, INC. EMPLOYEE:
By: /s/ XXXXXX X. XXXXXX /s/ XXXXX XXXXXX
------------------------------ -----------------------------------
Title: Chief Executive Officer Xxxxx Xxxxxx
EMPLOYMENT AGREEMENT - Page 5
