EMPLOYMENT AGREEMENT
BETWEEN
THE XXXXX GROUP, INC.
AND
XXXXXX XXXXXX
AGREEMENT dated this June 26, 2001, between the Company, THE XXXXX GROUP, INC.,
a Delaware corporation (hereinafter the "Company") which has its principal place
of business at 00 Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX 00000, and Xxxxxx Xxxxxx
(hereinafter the "Employee").
WHEREAS, the Company desires to acquire the services of Employee because of his
special knowledge and skills; and,
NOW, THEREFORE, in consideration of the foregoing, the following is agreed:
1. DUTIES
The Company hereby employs Xx. Xxxxxx Xxxxxx, as the Executive Vice President of
The Xxxxx Group, Inc. which has been conveyed this day to the Company, having
powers and duties in that capacity as set for the from time to time by the
President of the Company. Employee shall devote at least 50% of his time and
best efforts to the Business of the Company.
2. COMPENSATION
As compensation for his services to the Company, in whatever capacity rendered,
the Company shall pay to Employee once every two weeks the sum of $5,770 as
gross salary. This salary shall be paid over the term of this Agreement which is
one (1) year(s). This Agreement shall be automatically renewed for an additional
year or remain in effect after the term of this agreement provided that all
material terms of this Agreement are performed by Employee and provided that
both mutually agree.
In addition, Employee shall be entitled to options under the company's 2000 Non-
Statutory Option Plan or the next plan filed by the Company or its surviving
entity. The Employee shall be granted the option to purchase an aggregate of
7,500,000 shares of The Xxxxx Group, Inc. common stock, $0.001 par value per
share, at an exercise price of $0.01. Upon signing this agreement, the Company
will file the appropriate registration statement and upon filing registration
statement, Employee may exercise these options at any time within the plan's
limitations.
3. EXPENSES
The Employee may incur reasonable expenses including expense for travel,
entertainment and similar items. All expenses must be pre-approved. The Company
will reimburse the Employee for all such expenses upon the presentation by the
Employee,
from time to time, of an itemized account justifying such expenditures. Such
reimbursement shall be provided within 30 working days of such presentation by
Employee. If the Company determines, in its sole discretion, that this method
allowing expenses is not in the best interest of the Company, the Company may
impose such other method, if any, for allowing such expense, including
elimination of the same.
4. TERMINATION
This Agreement may be immediately terminated in any one of the following
manners:
1. The death of Employee;
2. The failure of the company, as evidenced by filing under the
Bankruptcy Act for liquidation,
3. or the making of an assignment for the benefit of creditors; or A
material breach of this Agreement executed between the Company and the
Employee; or
5. NONCOMPETITION, TRADE SECRETS, ETC.
During the term of this Agreement and at all times thereafter, Employee shall
not use for his personal benefit, or disclose, communicate or divulge to, or use
for the direct or indirect benefit of any person, firm, association or company
other the Company, any material or information regarding the business methods,
business policies, billing and collection policies and procedures, techniques,
research or development projects or results, trade secrets, or other knowledge
or processes under or developed by the Company or any names and addresses of
customers, or any data on or relating to past, present, or prospective customers
or any other confidential information relating to or dealing with the business
activities of the Company, made known to Employee or learned or acquired by
Employee while in the employ of the Company.
Any and all writing, inventions, improvements, processes, procedures and/or
techniques which Employee may make, conceive, discover or develop, either solely
or jointly with any other person or persons, at any time during the term of this
Agreement, whether during working hours or at any other time and at the request
or upon the suggestion of the Company which relate to or are useful in
connection with any business now or hereafter carried on or contemplated by the
Company, including developments or expansions of its present fields of
operations, shall be the sole and exclusive property of the Company. Employee
shall make full disclosure to the Company of all such writings, inventions,
improvements, processes, procedures and techniques, and shall do everything
necessary or desirable to vest the absolute title thereto in the Company.
Employee shall write and prepare all specifications and procedures regarding
such inventions, improvements, processes, procedures and techniques and
otherwise aid and assist the Company so that the Company can prepare and present
applications for copyright or Letters Patent wherever possible, as well as
reissues, renewals, and extensions thereof, and can obtain the record title to
such copyright or patents so that the Company shall be the sole and absolute
owner thereof in all countries in which it may desire to have copyright or
patent protection. Employee shall not be entitled to any additional or special
compensation or
reimbursement regarding any and all such writings, inventions, improvements,
processes, procedures and techniques.
6. CHANGE OF CONTROL
Should a change of control of the Company occur, Employee will be entitled to an
immediate vesting of all granted options and Company will immediate file any and
all appropriate registration statements required to enable Employee to be able
to immediately exercise any and all options. In addition, if this agreement is
terminated and/or not renewed for its additional year period at equal terms or
better, Employee will be entitled to additional options equal to 7,500,000
shares of the next employee's option plan approved or the percentage of
ownership equal to that of 7,500,000 in the event that the Company or surviving
entities equity is reorganized. Options issued will be issued at the same terms
as that of the other employees. Employee will receive cash compensation equal to
twice the amount of the employees current annual salary as a well as be entitled
to a full year of coverage under the Executive healthcare plan of the Company or
the surviving entity. Employee will be entitled to immediately be paid back any
and all debts Company owes to Employee and Employee will be forgiven any and all
debts due to the Company. At Employee's option, Employee may exercise by written
notice at any time after such control, to treat such an event as a Termination
without Good Cause (Golden Parachute). A "Change of Control" shall be deemed to
occur on the date that the Company shall be acquired by or merged into, any
other entity, or the majority of the voting stock of such entity is acquired by
or controlled by persons who are other than Messers. Xxxxxx Xxxxxxxxxxx, Xx. and
Xxxxxx Xxxxxx or were not significant stockholders prior to this agreement.
Significant stockholder being defined as a person or group of people who control
a larger percentage of stock than Messers. Xxxxxx Xxxxxxxxxxx, Xx. and Xxxxxx
Xxxxxx combined.
In the event of change of control, the Employee can not be removed from office
or his position with the Company and/or it's surviving entity and he will retain
all powers and responsibilities until such time that the terms under this
section have been executed to the Employee's satisfaction.
7. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of New Jersey and
shall be enforceable only in the Superior Court of New Jersey for Bergen County.
If any provision of this Agreement is declared void, such provision shall be
deemed severed from this Agreement, which shall otherwise remain in full force
and effect.
8. BINDING EFFECT
This Agreement shall have binding effect upon the parties hereto, when approved
by the Board, and upon their respective personal representatives, legal
representatives, successors and assigns. Any waiver of any breach of this
Agreement shall be made in
writing and shall be applicable only to such breach and shall not be construed
to waive any subsequent or prior breach other than the specific breach so
waived.
9. SUPERSEDES EARLIER AGREEMENTS
This Agreement supersedes all earlier agreements between the Employee and the
Company with respect to Employee's employment by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
written above.
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxxxxx, Xx.
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President
The Xxxxx Group, Inc.
