EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into to be effective as of the
date upon which services were first rendered in accordance herewith and is by
and between X.X. Xxxxx (Employee) and CBQ, Inc. (Company).
A. Employee is willing and able to provide various valuable services for and on
behalf of Company as a director in connection with the business of Company.
B. Company desires to retain Employee as a director and Employee desires to be
retained upon the terms and conditions hereinafter set forth.
In consideration of the above and foregoing premises, the mutual promises and
agreements hereinafter set forth, and such other and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Employee
agree as follows:
1. Services. Company hereby retains Employee as a member of its board of
directors, and Employee hereby accepts and agrees to be a director. Employee
shall render to Company advice on the strategic direction of Company.
2. Time, Place and Manner of Performance. Employee shall be available for advice
and counsel to Company at such reasonable and convenient times and places as may
be mutually agreed upon.
3. Term of Agreement. This agreement shall begin when Employee first became a
director for Company and shall terminate when Employee resigns as a director.
4. Compensation. Company shall pay employee a one time fee of $40,000, which the
parties deem a reasonable fee for these services. At the option of Employee,
Employee may elect to take all or any portion of this amount in shares of the
free trading common stock of Company registered under a Form S 8 filed in
accordance with the terms and conditions set forth under the Securities Act of
1933, as amended. If this non transferrable option is exercised, said shares
shall be issued at the fair market value therefor on the date this option has
been granted, that being November 19, 1998. Company and Employee agree that the
fair market value was the closing inside bid price for the common stock, a price
of $.50 per share, on that date.
5. Expenses. Company shall reimburse Employee on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Employee on behalf of Company in
connection with the performance of services pursuant to this agreement. Expenses
and disbursements in excess of $500 shall have Company's prior approval. These
expenses shall be paid in cash.
6. Disclosure of Information. Employee recognizes and acknowledges that Employee
has and will have access to certain confidential information of Company and its
affiliates that are valuable, special and unique assets and property of Company
and such affiliates. Employee will not, during or after the term of this
agreement, disclose, without the prior written consent or authorization of
Company, any such information to any person, except to authorized
representatives of Employee or its affiliates for purposes of the services to be
rendered under this agreement, for any reason or purpose whatsoever. In this
regard, Company agrees that such authorization or consent to disclosure may be
conditioned upon the disclosure being made pursuant to a secrecy agreement,
protective order, provision of statute, rule, regulation or procedure under
which the confidentiality of the information is maintained in the hands of the
person to whom the information is to be disclosed or in compliance with the
terms of a judicial order or administrative process.
7. Notices. Any notices required or permitted to be given under this agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail to the principle office or residence address of the other party.
8. Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement shall not operate or be construed as a waiver of any subsequent
breach.
9. Assignment. This agreement and the rights and obligations of the parties are
not assignable.
10. Applicable Law. It is the intention of the parties that this agreement and
all suits and special proceedings hereunder be construed in accordance with and
under and pursuant to the laws of the State of Texas and, further, that in any
action, special proceeding or other proceeding that may be brought arising out
of, in connection with or by reason of this agreement, in Dallas County, Texas,
and the laws of the State of Texas shall be applicable and govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted.
11. Severability. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
the agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
12. Entire Agreement. This agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties regarding the
subject matter of this agreement.
13. Counterparts. This agreement may be executed in counterparts, each of which
shall be deemed an original, but both of which taken together shall constitute
but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above written.
Employee: CBQ, INC.
/s/ X.X. Xxxxx /s/ Xxxxx Xxxxxx
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X.X. Xxxxx Xxxxx Xxxxxx, President
