EXHIBIT 10(a)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND Xxxxxxxx
Xxxxxxxxxxxxxxx DATED FEBRUARY 16, 1998 EMPLOYMENT AGREEMENT THIS
EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day of
February 1999, by and between Global SmartCards, INC., a Nevada
corporation with its principal place of business located at 00000 X.
00xx Xxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as "Company"
or "Employer") and Xxxxxxxx Xxxxxxxxxxxxxxx (hereinafter referred to as
the "Employee"). The Company hereby employs the Employee and the
Employee hereby accepts employment on the terms and conditions
hereinafter set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the
initial term of this Agreement shall commence on February 19, 1999 and
terminate on February 18, 2001, and shall continue hereafter on a year
to year basis unless terminated by the Company by delivery of written
notice to the Employee not later than thirty (30) days prior to the
date for termination as indicated in said notice.
2. Compensation and Performance Review
The employee shall receive a salary of $12,000 per year, paid on a monthly
basis.
3. Duties.
Employee is engaged as the President, Chief Executive Officer, and
Chief Financial Officer of the Company. In such capacities, Employee
shall exercise detailed supervision over the operations of the Company
subject, however, to control by the Board of Directors. The Employee
shall perform all duties incident to the title of President, Chief
Executive Officer, and Chief Financial Officer and such other duties
as from time to time may be assigned to him by the Board of Directors.
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4. Best Efforts of Employee.
The Employee shall devote his best efforts to the business of the
Company and to all of the duties that may be required by the terms of
this Agreement to the reasonable satisfaction of the Company. The
Employee shall at all times faithfully, with diligence and to the best
of his ability, experience and talents, perform all the duties that
may be required of and from his pursuant to the express and implicit
terms hereof to the reasonable satisfaction of the Company. Such
services shall be rendered at such other place or places as the Company
shall in good faith require or as the interest, needs, business or
opportunity of the Company shall require. The Employee agrees not to
engage in any employment or consulting work or any trade or business
for his account or for or on behalf of any other person, firm or
corporation, which would conflict with the operations of the Company's
business, unless the Employee obtains prior written consent from the
Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to his position and adequate for the performance of his
duties. In this case, the Employee is utilizing their own facilities
at no cost to the Company.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting
the business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items. The Company shall reimburse
the Employee for all such expenses on the presentation by the Employee,
from time to time, of an itemized account of such expenditures in
accordance with the guidelines set forth by the Internal Revenue
Service for travel and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time his compensation, as described above, shall
be paid in full, that is, provided he is receiving compensation based
on the incentive performance program described above.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be
unable to perform his job for a period of up to and including a maximum
of twelve (12) months, the compensation payable to his for and during
such period under this Agreement shall be unabated. The Board of
Directors shall have the right to determine the incapacity of the
Employee for the purposes of this provision, and any such determination
shall be evidenced by its written opinion delivered to the Employee.
Such written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a majority of
the Board.
(b) The Employee's compensation hereafter shall be reduced to zero.
The Employee shall receive full compensation upon his return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from his employment for whatever
cause for a continuous period of more than 365 calendar days, the
Company may terminate this Agreement and all obligations of the
Company hereunder shall cease upon such termination.
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9. Termination.
(a) The Company may terminate this Agreement with cause at any time
under immediate notice to the Employee thereof, and such notice having
been given, this Agreement shall terminate in accordance therewith.
For the purpose of this section, "cause" shall be defined as meaning
such conduct by the Employee which constitutes in fact and/or law a
breach of fiduciary duty or felonious conduct having the effect, in the
opinion of the Board of Directors, of materially adversely affecting
the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving
90 days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by
giving 90 days written notice to the Company, and such notice having
been given, this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be
entitled to receive compensation based upon his prorated incentive
compensation, up and until the date of termination. After the date of
termination, the Employee shall not be entitled to receive additional
compensation of any kind or nature from the Employer and all benefit
and incentive programs then in place shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information he may obtain
during the course of his employment relating to the business of the
Company without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however
characterized or described) required or authorized hereunder shall be
deemed given sufficiently if in writing and sent by registered or
certified mail, return receipt requested and postage prepaid, or by
tested telex, telegram or cable to, in the case of the Company:
Global SmartCards, Inc., 00000 X. 00xx Xxxxxx, Xxxxxxx, XX 00000, and
in the case of the Employee: Xxxxxxxx Xxxxxxxxxxxxxxx, 00000 X. 00xx
Xxxxxx, Xxxxxxx, XX 00000
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to
such assignment or transfer by the other party hereto; and all the
provisions of this Agreement shall be binding upon the respective
employees, delegates, successors, heirs and assigns of the parties.
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13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and
other agreements (however characterized or described) by both parties
hereto and contained herein or made pursuant to the provisions hereof
shall survive the execution and delivery of this Agreement and any
inspection or investigation made at any time with respect to any
thereof until any and all monies, payments, obligations and liabilities
which either party hereto shall have made, incurred or become liable
for pursuant to the terms of this Agreement shall have been paid in
full.
14. Further Instruments.
The parties shall execute and deliver any and all such other
instruments and shall take any and all such other actions as may be
reasonably necessary to carry the intent of this Agreement into full
force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or
pronounced void, violable, invalid, unenforceable or inoperative for
any reason by any court of competent jurisdiction, government
authority or otherwise, such holding, declaration or pronouncement
shall not affect adversely any other provision of this Agreement, which
shall otherwise remain in full force and effect and be enforced in
accordance with its terms and the effect of such holding, declaration
or pronouncement shall be limited to the territory or jurisdiction in
which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided
by law. No delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach of this Agreement
shall operate as a waiver of any subsequent right or remedy arising
from a subsequent breach of this Agreement. The consent of any party
where required hereunder to any act of occurrence shall not be deemed
to be a consent to any other act of occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise
expressly stated herein, time is of the essence in performing
hereunder.
This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and
understanding relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term of provision hereof waived
or discharged except in writing signed by the party against whom such
amendment, modification, waiver of discharge is sought to be enforced.
The headings of this Agreement are for convenience in reference only
and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of
which shall be deemed an original but all of which taken together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
THE COMPANY: THE EMPLOYEE:
Global SmartCards, Inc., Xxxxxxxx Xxxxxxxxxxxxxxx
s/s Xxxxx X. Xxxxxxxxxx s/s Xxxxxxxx Xxxxxxxxxxxxxxx
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Witnessed:
Corporate Secretary
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