EMPLOYMENT AGREEMENT
Exhibit
10.3
PR
COMPLETE, INC.
EMPLOYMENT AGREEMENT made as of this 7th day of July 2008 by
and between PR Complete Inc. a Nevada corporation,(hereinafter referred to as
"Employer") and Xxxxxxx
Xxxxxx, , an individual residing
at (hereinafter
referred to as "Employee").
W
I T N E S E T H:
WHEREAS, Employer desires to
employ Employee as the President and CEO; and
WHEREAS, Employee is willing to be employed as the President and CEO in
the manner provided for herein, and to perform the duties of the President and
CEO upon the terms and conditions herein set forth;
NOW, THEREFORE, in
consideration of the promises and mutual covenants herein set forth it is agreed
as follows:
1. Employment
of the President and CEO. Employer hereby employs
Employee as President and CEO
2. Term.
a. Subject
to Section 9 below and further to Section 2(b) below, the term of this Agreement
shall commence upon the execution hereof (the “Commencement Date”) and expire
three years from such date (“Initial Term”). Each 12-month period
after the end of the initial term forward during the term hereof shall be
referred to as an “Annual Period.”
b. Subject
to Section 10 below, unless the Board of Directors of the Company (the "Board")
of Employer shall determine to the contrary and shall so notify Employee in
writing on or before the end of the Initial Term or any Annual Period or unless
the Employee notifies Employer in writing thirty (30) days before the end of the
Initial Term or any Annual Period of his desire not to renew this Agreement,
then at the end of either the Initial Term or the Annual Period, as the case
maybe, the term of this Agreement shall be automatically extended for one (1)
additional Annual Period to be added at the end of the then current term of this
Agreement.
3. Duties. The Employee
shall perform those functions generally performed by persons of such title and
position, shall attend all meetings of the stockholders and the Board when
possible and shall perform any and all related duties and shall have any and all
powers as may be prescribed by resolution of the Board, and shall be available
to confer and consult with and advise the officers and directors of Employer at
such times that may be required by Employer. Employee shall report
directly and solely to the Board.
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4. Compensation.
(i) Employee shall be paid a minimum of $500 per month. Employee
shall be paid periodically in accordance with the policies of the Employer
during the term of this Agreement, but not less than monthly.
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(ii)
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Employee
is eligible for an annual bonus, if any, which will be determined and paid
in accordance with policies set from time to time by the Board, in its
sole discretion.
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5. Expenses. Employee shall
submit to Employer reasonably detailed receipts or credit card statements with
respect thereto which substantiate the Employee’s expenses. Employee
shall use his own credit cards and be reimbursed each month for his business
expenses.
6. Vacation. Employee shall be entitled
to receive one week vacation time during each year of employment upon dates
agreed upon by Employer. Upon separation of employment, for any
reason, vacation time accrued and not used shall be paid at the salary rate of
Employee in effect at the time of employment separation.
7. Secrecy. At no time shall
Employee disclose to anyone any confidential or secret information (not already
constituting information available to the public) concerning (a) internal
affairs or proprietary business operations of Employer or its affiliates or (b)
any trade secrets, new product developments, patents, programs or programming,
especially unique processes or methods (c) research done on behalf of company
(d) contracts and meetings on behalf of company (e) financial information of the
company.
8.
Covenant
Not to Compete. Employee will
not, at any time, anywhere in the areas where Employer does business during the
term of this Agreement, and for one (1) year thereafter, either directly or
indirectly, engage in, with or for any enterprise, institution, whether or not
for profit, business, or company, competitive with the business of Employer as
such business may be conducted on the date thereof, as a creditor, guarantor, or
financial backer, stockholder, director, officer, consultant, advisor, employee,
member, inventor, producer, director, or otherwise of or through any
corporation, partnership, association, sole proprietorship or other entity;
provided, that an investment by Employee, his spouse or his children is
permitted if such investment is not more than five percent (5%) of the total
debt or equity capital of any such competitive enterprise or business and
further provided that said competitive enterprise or business is a publicly held
entity whose stock is listed and traded on an international or national stock
exchange.
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9. Termination.
a. Termination by
Employer
(i)
Employer may terminate this Agreement immediately for Cause. For
purposes hereof, "Cause" shall mean (A) engaging by the Employee in conduct that
constitutes activity in competition with Employer; (B) the conviction of
Employee for the commission of a felony against the Employer; and/or (C) the
habitual abuse of alcohol or controlled substances. In no event
shall alleged incompetence of Employee in the performance of Employee's duties
be deemed grounds for termination for Cause.
(ii) This agreement automatically
shall terminate upon the death of Employee, except that Employee's estate shall
be entitled to receive any amount accrued under Section 4 for the period prior
to Employee's death and any other amount to which Employee was entitled of the
time at his death.
b. Termination by Employee or Employer
without Cause
(i)
Employee or Employer shall have the right to terminate Employee’s employment
under this Agreement upon thirty (30) days' notice to either party.
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10.
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Consequences
of Breach by Employer;
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Employment
Termination
a. If this Agreement
is terminated pursuant to Section 9(b)(i) hereof, or if Employer shall terminate
Employee's employment under this Agreement in any way that is a breach of this
Agreement by Employer, the following shall apply:
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(i) Employee
shall be entitled to payment of any previously declared bonus and additional
compensation as provided in Section 4 above.
b. In the event that
Employee’s employment is terminated for any of the following (i) for cause as
set forth in Section 9(a)(i) of this Agreement, (ii) the expiration of the term
of this Agreement, or (iii) resignation by the Employee in accordance with
Section 9(b)(i), then the provisions of Section 8 shall apply to
Employee.
11. Remedies.
Employer recognizes that because of Employee's special talents, stature and
opportunities in the Research and Investment market, in the event of termination
by Employer hereunder (except under Section 9(a)(i) or (ii), or in the event of
termination by Employee under Section 9(b)(i) before the end of the agreed
term), the Employer acknowledges and agrees that the provisions of this
Agreement regarding further payments of base salary, bonuses and the
exercisability of rights constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such payments
and benefits shall not be limited or reduced by amounts' Employee might earn or
be able to earn from any other employment or ventures during the remainder of
the agreed term of this Agreement.
12. Excise
Tax. In the event that any payment or benefit received or to be received
by Employee in connection with a termination of his employment with Employer
would constitute a "parachute payment" within the meaning of Internal Revenue
Code Section 280G or any similar or successor provision to 280G and/or would be
subject to any excise tax imposed by Internal Revenue Code Section 4999 or any
similar or successor provision then Employer shall assume all liability for the
payment of any such tax and Employer shall immediately reimburse Employee on a
"grossed-up" basis for any income taxes attributable to Employee by reason of
such Employer payment and reimbursements.
13. Arbitration. Any
controversies between Employer and Employee involving the construction or
application of any of the terms, provisions or conditions of this Agreement,
save and except for any breaches arising out of Sections 7 and 8 hereof, shall
on the written request of either party served on the other be submitted to
arbitration. Such arbitration shall comply with and be governed by
the rules of the American Arbitration Association. An arbitration
demand must be made within one (1) year of the date on which the party demanding
arbitration first had notice of the existence of the claim to be arbitrated, or
the right to arbitration along with such claim shall be considered to have been
waived. An arbitrator shall be selected according to the procedures
of the American Arbitration Association. The cost of arbitration
shall be borne by the losing party unless the arbitrator shall determine
otherwise. The arbitrator shall have no authority to add to, subtract
from or otherwise modify the provisions of this Agreement, or to award punitive
damages to either party.
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14. 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 attorney's fees, costs and necessary disbursements in
addition to any other relief to which he may be entitled.
15. Entire
Agreement; Survival. This Agreement contains the entire
agreement between the parties with respect to the transactions contemplated
herein and supersedes, effective as of the date hereof any prior agreement or
understanding between Employer and Employee with respect to Employee's
employment by Employer. The unenforceability of any provision of this Agreement
shall not effect the enforceability of any other provision. This
Agreement may not be amended except by an agreement in writing signed by the
Employee and the Employer, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by this
Agreement and in any respect shall not be deemed a waiver of any further or
future rights. The provisions of Sections 4, 7, 8, 9(a)(ii), 10, 11,
12, 13, 14, 16, 17, 18 and 19 shall survive the termination of this
Agreement.
16. Assignment. This Agreement
shall not be assigned to other parties.
17.
Governing
Law. This Agreement
and all the amendments hereof, and waivers and consents with respect thereto
shall be governed by the internal laws of the State of Florida, without regard
to the conflicts of laws principles thereof.
18. Notices. All
notices, responses, demands or other communications under this Agreement shall
be in writing and shall be deemed to have been given when
a. delivered
by hand;
b. sent
be telex or telefax, (with receipt confirmed), provided that a copy is mailed by
registered or certified mail, return receipt requested; or
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c. received by the
addressee as sent by express delivery service (receipt requested) in each case
to the appropriate addresses, telex numbers and telefax numbers as the party may
designate to itself by notice to the other parties:
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(i)
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if
to the Employer:
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(ii)
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Copy
to:
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Xxxxxx
and Gaclin, Esq
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0000 Xxxxx 0, 0xx
Xxxxx
Xxxxxxxx, Xxx Xxxxxx
00000
Attention:Xxxxx Xxxxxx,
Esq.
Telefax: (000) 000-0000
Telephone: (000) 000-0000
(ii) if to the Employee:
19. Severability
of Agreement. Should any part of this Agreement for any reason
be declared invalid by a court of competent jurisdiction, such decision shall
not affect the validity of any remaining portion, which remaining provisions
shall remain in full force and effect as if this Agreement had been executed
with the invalid portion thereof eliminated, and it is hereby declared the
intention of the parties that they would have executed the remaining portions of
this Agreement without including any such part, parts or portions which may, for
any reason, be hereafter declared invalid.
IN WITNESS WHEREOF, the undersigned
have executed this agreement as of the day and year first above
written.
Employee
By:________________________
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