EMPLOYMENT AGREEMENT
Agreement made this 1st day of April, 2001, between Future Carz, Inc., a
corporation organized and existing under the laws of the State of Nevada, herein
called "Employer", and Xxxxxx X. Xxxxxxx, herein called "Employee."
In consideration of the mutual covenants contained herein, Employer and
Employee agree as follows:
SECTION ONE
EMPLOYMENT
Employer hereby employs, engages, and hires Employee as an Executive
Employee, and Employee hereby accepts and agrees to such hiring, engagement, and
employment, subject to the general supervision and pursuant to the orders,
advice, and direction of employer. Employee shall perform such duties as are
customarily performed by one holding such position in other, same, or similar
businesses or enterprises as that engaged in by Employer, and shall also
additionally render such other and unrelated services and duties as may be
assigned to Employee from time to time by Employer.
SECTION TWO
BEST EFFORTS OF EMPLOYEE
Employee agrees that he will at all times faithfully, industriously, and to
the best of Employee's ability, experience, and talents, perform all of the
duties that may be required of and from Employee pursuant to the express and
implicit terms hereof, to the reasonable satisfaction of employer. Such duties
shall be rendered at the Company's offices and at such other place or places as
Employer shall in good faith require or as the interest, needs, business, or
opportunity of Employer shall require.
SECTION THREE
TERM OF EMPLOYMENT
The term of this agreement shall be a period of one year, commencing on the
date hereof and terminating March 31, 2002, subject, however, to prior
termination as hereinafter provided. At the expiration date of March 31, 2002,
this agreement shall be considered renewed for regular periods of one year,
provided neither party submits a notice of termination.
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SECTION FOUR
COMPENSATION OF EMPLOYEE
For the services provided by Employee, Employer (i) shall compensate
Employee by delivering to the Employee, not later than October 1, 2001, One
Million (1,000,000) shares of the common stock of the Employer ("Common Stock").
Employer will reimburse Employee for reasonable out-of-pocket, pre-approved
expenses incurred in connection with the performance of the services, provided,
however, that Employee submits receipts or other expense records to Employer in
accordance with Employer's general reimbursement policy then in effect.
SECTION FIVE
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
Anything herein contained to the contrary notwithstanding, in the event
that Employer shall discontinue operating its business, then this agreement
shall terminate as of the last day of the month on which Employer ceases
operations at such location with the same force and effect as if such last day
of the month were originally set as the termination date hereof.
SECTION SIX
OTHER EMPLOYMENT
Employer hereby acknowledges and agrees that Employee may engage directly
or indirectly in other businesses and ventures, provided that such other
businesses do not compete directly or indirectly with Employer. Employee shall
not be required to perform any services under this Agreement when, or for such
periods in which, the rendering of such services shall unduly interfere with
such other businesses and ventures, providing that such undertakings do not
completely preempt Employee's availability during the term of this Agreement.
SECTION SEVEN
RECOMMENDATIONS FOR IMPROVING OPERATIONS
Employee shall make available to Employer all information of which Employee
shall have any knowledge and shall make all suggestions and recommendations that
will be of mutual benefit to Employer and Employee.
SECTION EIGHT
COVENANTS CONCERNING COMPETITION
(1) Employer undertakes to train and to continue to train Employee and to
impart to Employee confidential information and knowledge about Employee's
business policies, accounts, procedures and methods. It has established a
valuable and extensive trade in its products and services, which business has
been developed at a considerable expense to Employer. The nature
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of the business is such that the relation of its customers with Employer must be
maintained through the close personal contact of its representatives.
(2) Employee desires to enter into or continue in the employ of Employer,
and by virtue of such employment of Employer, Employee will become familiar with
and possessed of the manner, methods, secrets, and confidential information
pertaining to such business, and with names and lists of its customers and
clientele. During Employee's further employment, Employee will continue to
receive additional confidential information of the same kind. Through Employee's
representation of Employer, Employee will become personally acquainted with
customers, their business requirements, and the amount paid by them for
Employer's products and services.
(3) In consideration of the employment or continued employment of Employee
as herein provided, the training of Employee by the Employer, and the disclosure
by Employer to Employee of the knowledge and information described above,
Employer exacts and Employee makes the covenants hereinafter set forth. Employee
understands and acknowledges that such covenants are required for the fair and
reasonable protection of the business of the Employer carried on in the area to
which the covenants are applicable and that without the limited restrictions on
Employee's activities imposed by the covenants the business of the Employer
would suffer irreparable and immeasurable damage. The covenants on the part of
Employee shall be construed as an agreement independent of any other provision
of this contract, and the existence of any claim or course of action whether
predicated on this agreement or otherwise, shall not constitute a defense to the
enforcement by Employer of said covenants.
(a) Employee does expressly covenant and agree that during the term of
Employee's employment and for a period of one year immediately following
the termination of Employee's employment, Employee will not, within the
territory hereinafter defined, directly or indirectly, for himself/herself
or on behalf of others, as an individual on Employee's own account, or as
an employee, agent or representative for any person, partnership, firm or
corporation:
(1) Solicit orders for the repair or sale of any similar products
or equipment sold or repaired by Employer.
(2) Contact, for the purpose of diverting any of the customers or
accounts of the business of the Employer as described in Paragraph (a)
of this section.
(3) Own, manage, control, operate, or participate in the
ownership, management, or control, or engage as a sales representative
or sales executive or repair, construction or installation technician
or executive, of any business which engages in any phase of the
business described in Paragraph (a) of this section.
(4) During such employment and for a period of one (1) years
thereafter, Employee shall not at any time, directly or indirectly,
use or disclose to any persons, except Employer and its duly
authorized officers, or employees entitled thereto, employees'
customers' lists, credit classifications, records, statistics, or
other
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information qualifying Employee in the course of his employment in any
capacity, whatsoever, or in any manner directly or indirectly aid or
be party to any acts the effect of which would tend to divert,
diminish, or prejudice the good will or business of Employer.
(b) The territory referred to in this section shall include the United
States.
(c) Notwithstanding anything herein to the contrary, the restrictive
covenant set forth in this section shall not be deemed to apply to any area
or extraterritorial accounts for a period of more than one year from the
date on which such ceased to be assigned to Employee.
(d) Each restrictive covenant set forth is separate and distinct from
any other restrictive covenant set forth in this section. In the event of
the invalidity of any covenant the remaining obligations shall be deemed
independent and divisible. The parties agree that the inclusion of all of
the territories hereinabove set forth is reasonable and necessary for the
protection of company.
(e) Employee agrees that during the period of Employee's employment
and for one year thereafter, Employee will not use, give or divulge to any
person anywhere who is not then an authorized employee of the company, any
trade secrets, lists of customers, price lists or other specialized
information or data learned, acquired or coming to Employee's knowledge
while in the employ of company.
SECTION NINE
ADDITIONAL COMPENSATION
Employee shall not be entitled to any additional compensation by reason of
any service which Employee may perform as the member of any managing committee
of employer, or in the event that Employee shall at any time be elected an
officer or director of employee.
SECTION TEN
EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER
Notwithstanding anything herein contained to the contrary, Employee shall
not have the right to make any contracts or commitments for or on behalf of
Employer without first obtaining the written consent of Employer.
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SECTION ELEVEN
AGREEMENTS OUTSIDE OF CONTRACT
This contract contains the complete agreement concerning the employment
arrangement between the parties and shall, as of the effective date hereof,
supersede all other agreements between the parties. The parties stipulate that
neither of them has made any representation with respect to the subject matter
of this agreement or any representations including the execution and delivery
hereof except such representations as are specifically set forth herein and each
of the parties hereto acknowledges that he or it has relied on its own judgment
in entering into this agreement. The parties hereto further acknowledge that any
payments or representations that may have heretofore been made by either of them
to the other are of no effect and that neither of them has relied thereon in
connection with his or its dealings with the other.
SECTION TWELVE
MODIFICATION OF CONTRACT
No waiver or modification of this agreement or of any covenant, condition,
or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith and no evidence of any waiver or
modification shall be offered or received in evidence of any proceeding,
arbitration, or litigation between the parties hereto arising out of or
affecting this agreement, or the rights or obligations of the parties hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid,
and the parties further agree that the provisions of this section may not be
waived except as herein set forth.
SECTION THIRTEEN
TERMINATION
This agreement may be terminated by either party on thirty days' written
notice to the other. If Employer shall so terminate this agreement, Employee
shall be entitled to compensation for all sales and repairs through Employee's
last day of employment. In the event of any violation by employee of any of the
terms of this contract, Employer thereon may terminate employment without notice
and with pay only to the date of such termination. It is further agreed that any
breach or evasion of any of the terms of this contract by either party hereto
will result in immediate and irreparable injury to the other party and will
authorize recourse to injunction or specific performance as well as to all other
legal or equitable remedies to which such injured party may be entitled
hereunder.
SECTION FIFTEEN
TERMINATION FOR DISABILITY
Notwithstanding anything in this agreement to the contrary, Employer is
hereby given the option to terminate this agreement in the event that Employee
shall, during the term hereof, become
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permanently disabled as the term permanently disabled is hereinafter fixed and
defined. Such option shall be exercised by Employer giving notice to employee by
registered mail, addressed to him in care of Employer at 0000 Xxxx Xxxxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, or at such other address as Employee shall
designate in writing of Employer's intention to terminate this agreement on the
last day of the month during which such notice is mailed. On the giving of such
notice, this agreement shall cease on the last day of the month in which the
notice is so mailed, with the same force and effect as if such last day of the
month were the date originally herein set forth as the termination date hereof.
For the purposes of this agreement Employee shall be deemed to have become
permanently disabled, if, during any year of the term hereof, because of ill
health, physical or mental disability or for other causes beyond Employee's
control Employee shall have been continuously unable or unwilling or shall have
failed to perform Employee's duties hereunder for twenty (20) consecutive days,
or if, during any year of the term hereof, Employee shall have been unable or
unwilling or shall have failed to perform Employee's duties for a total period
of thirty (30) days, irrespective of whether or not such days are consecutive.
For the purposes hereof the term "any year of the term hereof" is defined to
mean any 12 calendar months period commencing on January 1 and terminating on
December 31, during the term of this agreement.
SECTION SIXTEEN
SEVERABILITY
All agreements and covenants contained herein are severable, and in the
event any of them, with the exception of those contained in Sections One and
Four hereof, shall be held to be invalid by any competent court, this contract
shall be interpreted as if such invalid agreements or covenants were not
contained herein.
SECTION SEVENTEEN
ATTORNEY'S FEES
If the terms or provisions of this agreement are breached, the party
adjudicated by the court to be in wrongful breach shall bear the reasonable
attorney's fees of the party not in breach of the agreement.
SECTION EIGHTEEN
CHOICE OF LAW
It is the intention of the parties hereto that this agreement and the
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the State of
Arizona and that in any action, special proceeding or other proceeding that may
be brought arising out of, in connection with, or by reason of this agreement,
the laws of the State of Arizona shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted.
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IN WITNESS WHEREOF, the parties have executed this agreement on September
1, 2001.
FUTURE CARZ, INC.
by /s/ Xxxxxx X. Xxxxxxx
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Its President, Employer
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
---------------------
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