XXXX XXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1 day of August 1996, effective as of the 1st day of August 1996,
by and between Worldwide Petromoly Corporation (hereinafter referred to as
"Employer" or "Petromoly") a Delaware Corporation, having its principal place
of business at 00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 and
Xxxx Xxxxxx ( hereinafter referred to as "Employee").
RECITALS:
1. Employer desires to employ Employee as its Vice President of
Marketing.
2. Employee desires to be employed by Employer in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment as Vice President Marketing of the Employer in the Houston,
Texas, office of Employer (or in such other position and/or locations as may
be mutually agreed upon) upon the terms and conditions hereinafter set forth.
2. TERM OF EMPLOYMENT. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement (the "Term") shall commence
on the 1st day August, 1996, and shall terminate on July 31, 2001. After
July 31, 2001, the parties may extend this Agreement for additional periods of
time and at such compensation as is mutually agreed upon by the parties from
time to time upon the execution of a mutually agreed written Extension
Agreement prior to the end of the Term or any extension thereof. Such
additional extensions shall be valid until written notice of termination is
delivered by either party thirty (30) days in advance of the termination date
of this Agreement. If the parties to this Agreement fail to execute an
Extension Agreement, unless otherwise terminated, this Agreement shall be
automatically renewed for an additional twelve (12) month period from the
expiration of the Term, or from the end of any period covered by any
subsequently executed extension, under the same terms and conditions
applicable at the end of the Term, or as may be amended in writing, and shall
automatically renew in such manner each year thereafter.
3. DUTIES. During the Employment Period the Employee agrees to serve
as Vice President Marketing of Petromoly, except as may be modified by the
written agreement of the parties hereto. In his capacity as Vice President
Marketing, Employee will have full control of, and be responsible for the
sales and marketing operations of Petromoly and will perform such duties and
responsibilities for Petromoly as may from time to time be assigned to him by
the President of Petromoly.
4. COVENANT NOT TO COMPETE. In consideration of Petromoly providing
Employee with access to its trade secrets and other confidential information,
Employee agrees that he will not, either directly or indirectly, carry on or
engage in any business that uses any of Petromoly's proprietary information
regarding MSO2, Molydisulfide, that competes with the business conducted by
Petromoly during the initial term of this contract, and for a total of five
(5) years following the later of the expiration of the initial term, or any
extension of this contract or termination.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Employer shall pay Employee as follows:
(a) SALARY. Employee shall receive a minimum monthly gross
salary of $6,500.00 that shall be payable every two weeks.
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the President of
Employer. Such bonuses shall be paid at such times and in such amounts as the
President may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
(d) OPTIONS. Employee will receive a number of stock options,
five (5) year term, to purchase an equal number of Petromoly shares of common
stock as follows:
DATE EARNED #OF OPTIONS EXERCISE PRICE
August 1, 1996 50,000 $2.00
August 1, 1997 33,333 $2.00
August 1, 1998 33,333 $2.00
August 1, 1999 33,334 $2.00
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $500.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) Employer shall include Employee under Employer's current
major medical benefit plan at no cost to Employee. Coverage for Employee's
dependents may be purchased by Employee in accordance with the terms of the
benefit plan, at Employee's cost.
(b) Employee shall be entitled to participate in any employee
benefit plans or agreements maintained or adopted in the future by Employer
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to employees generally by
Employer.
8. VACATION. Employee shall be entitled each year to a total of two
(2) weeks of paid annual vacation, personal leave after six (6) months of
employment, plus three (3) days sick leave.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Employer's principal executive office (at which he shall be
stationed). Employee shall also be provided stenographic help and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Employer shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Employer.
Employer agrees to pay Employee's reasonable monthly cellular phone service
expense.
11. TERMINATION OF EMPLOYMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the President of Petromoly that "due cause" exists for the
termination of the relationship created by this Agreement. As used herein,
the term "due cause" shall include, but is not limited to, the following
events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid and earned salary
and bonus pay, through the date of termination, if any. Such amounts shall be
paid in a lump sum within 30 days after the effective date of his termination
of this Agreement.
13. WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. If any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is assignable by Employer but only
to a partnership, corporation, or other entity which shall purchase
substantially all of its assets or shall be its legal successor pursuant to
any merger, consolidation, or other action permitted by law. Subject to the
qualification in the preceding sentence, the rights and obligations of
Employer under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of Employer.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
Xxxx Xxxxxx
0000 Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
If to Employer:
Xxxxx X. Xxxxxx, President
Worldwide Petromoly Corporation
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
