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Exhibit 10.06
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into
effective this 1st day of June, 1999, by and between NATEX CORPORATION, a Utah
corporation (the "Employer"), and XXXXXX X. XXXXX (the "Executive").
FOR AND IN CONSIDERATION of the mutual covenants contained herein and of
the mutual benefits to be derived hereunder, the parties agree as follows:
1. Employment. Employer hereby employs Executive to perform those
duties generally described in this Agreement, and Employee hereby accepts and
agrees to such employment on the terms and conditions hereinafter set forth.
2. Term. The term of this Agreement shall commence on January 1,
1999, and end on December 31 1999.
3. Duties. During the term of this Agreement, Executive shall be
employed by Employer as its President. Executive agrees to serve in such
office or position with Employer or any subsidiary of Employer and such
substitute or further offices or positions as shall, from time to time, be
determined by Employer's board of directors. Executive agrees to continue to
serve as a member of the Employer's board of directors for no additional
compensation. Executive shall devote substantially all of his working time
and efforts to the business of Employer and its subsidiaries and shall not,
during the term of this Agreement, be engaged in any other substantial
business activities that will significantly interfere or conflict with the
reasonable performance of his duties hereunder.
4. Compensation. For all services rendered by Executive during the
term hereof, Employer shall pay to Executive $75,000, payable as follows:
Securities of the Employer consisting of 150,000 Units, at a value of $0.50
per Unit. Each Unit consisting of one share of the Employer's Common Stock,
$0.001 par value, and one Common Stock Purchase Warrant to purchase one share
of Common Stock at an exercise price of $1.00 per share, as set forth in the
Subscription Agreement attached hereto as Exhibit A. In connection with the
execution of this Agreement Executive will execute the Subscription Agreement
and such other documents the Employer may require to document and provide for
the issuance of the Common Stock and Common Stock Purchase Warrant. All
salary payments may be subject to withholding and other applicable taxes. The
rate of salary may be increased at any time as the board of directors may
determine, based on earnings, increased activities of the Employer, or such
other factors as the board of directors may deem appropriate.
5. Expenses. Employer will reimburse Executive for expenses incurred
in connection with Employer's business, including expenses for travel,
lodging, meals, beverages, entertainment, and other items on Executive's
periodic presentation of an account of such expenses. Employer shall
reimburse Executive for business use of his personal vehicle.
6. Termination for Cause. Employer may not terminate this Agreement
during its term without cause by showing that Executive has materially
breached its terms; that Executive, in the determination of the board, has
been grossly negligent in the performance of his duties; that he has
substantially failed to meet written standards established by Employer for the
performance of his duties; or that he has engaged in material willful or gross
misconduct in the performance of his duties hereunder.
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7. Indemnification. Employer shall indemnify Executive and hold
Executive harmless from liability for acts or decisions made by Executive
while performing services for Employer to the greatest extent permitted by
applicable law. Employer shall use its best efforts to obtain coverage for
Executive under any insurance policy now in force or hereafter obtained during
the term of this Agreement insuring officers and directors of Employer against
such liability.
8. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
9. Entire Agreement. This Agreement is and shall be considered to be
the only agreement or understanding between the parties hereto with respect to
the employment of Executive by Employer. All negotiations, commitments, and
understandings acceptable to both parties have been incorporated herein. No
letter, telegram, or communication passing between the parties hereto covering
any matter during this contract period, or any plans or periods thereafter,
shall be deemed a part of this Agreement; nor shall it have the effect of
modifying or adding to this Agreement unless it is distinctly stated in such
letter, telegram, or communication that is to constitute a part of this
Agreement and is attached as an amendment to this Agreement and is signed by
the parties to this Agreement.
10. Enforcement. Each of the parties to this Agreement shall be
entitled to any remedies available in equity or by statute with respect to the
breach of the terms of this Agreement by the other party.
11. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the state of Utah.
12. Severability. If and to the extent that any court of competent
jurisdication holds any provision or any part thereof of this Agreement to be
invalid or unenforceable, such holding shall in no way affect the validity of
the remainder of this Agreement.
13. Waiver. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement, or condition of this Agreement
or to exercise any right or remedy consequent upon a breach hereof shall
constitute a waiver of any such breach or of any covenant, agreement, term, or
condition.
14. Litigation Expenses. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel and/or incur other costs
and expenses in connection with the enforcement of any and all of Executive's
rights under this Agreement, Executive shall be entitled to recover from the
Employer reasonable attorneys' fees, costs, and expenses incurred by Executive
in connection with the enforcement of said rights, should the Executive
prevail in such enforcement action. If, however, the Executive does not
prevail in such enforcement action, Executive shall be responsible for all
attorney's fees, costs, and expenses incurred by both Executive and Employer.
AGREED AND ENTERED INTO as of the date first above written.
EMPLOYER: NATEX CORPORATION
By________________________________________
Duly Authorized Officer
EXECUTIVE:
By________________________________________
XXXXXX X. XXXXX
