Executive Employment Agreement
This AGREEMENT is entered into as of November 11, 1998, by and between RECOM
TECHNOLOGIES, Incorporated ("RTI"), a California Corporation, XXXX X. XXXXXXXX,
XX. ("Manager") and RECOM MANAGED SYSTEMS, INCORPORATED, a Delaware Corporation,
("RECOM").
WHEREAS, RECOM desires to engage and to obtain the benefit of the services of
Manager in the performance of the activities hereinafter set forth;
WHEREAS, Manager is an employee of RTI;
WHEREAS, Manager and RTI desire to provide RECOM with the benefit of Manager's
services;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements herein
contained, RTI, Manager and RECOM agree as follows:
1. Services. Manager shall provide for RECOM a full range of managerial
services in the capacity of President and Chief Executive Officer of RECOM.
Manager shall be responsible for implementing the policies and directives of the
board of directors of RECOM. He will establish corporate goals and regularly
report progress to the board. Manager is provided broad authority with regard to
corporate operations and is empowered to commit the corporation as necessary to
implement the directives of the board of directors. Manager represents and
warrants to RECOM that he possesses the skill, expertise and experience
reasonably required to perform adequately and fully the services and that the
services to be provided hereunder will be of quality reasonably expected of any
manager of a similar company.
2. Term. The term of this agreement shall commence November 11, 1998, and
shall continue for 36 months. Thereafter, it shall continue on a month-to-month
basis unless terminated by mutual agreement of all parties.
3. Payment. RECOM shall pay to RTI the rate of $100 per hour. Manager agrees
to devote the time necessary to support RECOM's managerial requirements that are
estimated to require 24 hours per week. Invoices shall be submitted bi-weekly
and payment for the services will be made on a Net 15 basis.
4. Participation in RECOM Incentive Stock Option Plan. Upon execution of this
agreement, Manager shall be entitled to participate in the RECOM Incentive Stock
Option Plan. He will be issued options for 100,000 shares of RECOM common stock
in accordance with terms of the plan. Option shares will be vested at the rate
of 20% per year for five years.
5. Benefits. Except for participation in the RECOM Incentive Option Plan,
Manager is not entitled to participate in the RECOM benefits program. All fringe
benefits expenses are the responsibility of RTI.
6. Expenses. Manager is entitled to reimbursement for all reasonable expenses
that are associated with the performance of his duties and President and CEO.
Requests for reimbursement may be submitted directly to the accounting and
finance office of RECOM. Any expense that is not considered normal and customary
must be first presented to the board of directors for approval.
7. Terms of Engagement.
A. RTI agrees that during the term of this Agreement and for one year
thereafter, it will not solicit business from any RECOM client without
the prior written consent of RECOM.
B RECOM agrees that during the term of this Agreement and for one year
thereafter, it will not solicit business from any RTI client without
the prior written consent of RTI.
5. No Assignments. It is mutually acknowledged that this agreement
contemplates the services of Manager and, accordingly, neither this Agreement
nor any right hereunder of interest herein may be assigned, transferred to or
otherwise delegated by RTI without the express prior written consent of RECOM.
6. Insurance. RECOM shall provide Directors & Officers liability insurance for
the Manager. RTI shall be responsible for all other insurance required or
desired (including Xxxxxxx'x Compensation) at no direct cost to RECOM.
7. Severability. If any term or provision of this Agreement shall be found by
a court of competent jurisdiction to be illegal or otherwise unenforceable, the
same shall not invalidate the whole of this Agreement, but such term or
provision shall be deemed modified to the extent necessary on the court's
opinion to render such term or provision enforceable, and the rights and
obligations of the parties shall be construed and enforced accordingly,
preserving to the fullest permissible extent the agreements of the parties
herein set forth.
8. Notices. Any notices in connection with the subject matter of this
agreement shall be in writing and shall be effective when delivered personally
to the other party(s) for whom intended, or five (5) days following deposit of
the same item into the United States mail, certified mail, return receipt
requested, first class postage prepaid, addressed to such party at the address
set forth below its signature to this Agreement. Any party may designate a
different address by notice to the other given in accordance herewith.
10. Complete Agreement. This Agreement and all appendices attached hereto
contain the entire integrated agreement between the parties hereto with respect
to the matters covered herein. No variations, modifications or changes herein or
hereof shall be binding upon either party hereto unless set forth in writing
duly executed by such party.
11. Choice of Law. This Agreement and the obligations of the parties hereunder
shall be interpreted, construed and enforced in accordance with the laws of the
State of California. If any legal action is necessary to enforce the terms of
this agreement, the prevailing party shall be entitled to reasonable attorney
fees in addition to any other relief to which he may be entitled.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
RECOM TECHNOLOGIES, INCORPORATED (RTI)
By: _______________________________________
Xxxxx Xxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
RECOM MANAGED SYSTEMS, INCORPORATED (RECOM)
By: _______________________________________
Xxxx X.X. Xxx
Title: Secretary
Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
MANAGER
By: ________________________________________
Xxxx X. Xxxxxxxx, Xx.
Address: 0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
