EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 22nd day of August, 2000 and
having an "Effective Date" of August 1, 2000, is by and between XxxxXxx.xxx,
Inc., a Wisconsin corporation (the "Company") and Xxxxxxx X. Xxxxxxxx
("Employee").
RECITALS
The Company desires to employ Employee and to have the benefit of his
skills and services, and Employee desires to accept employment with the Company,
on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein, and the performance of each, the parties
hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. Employment and Duties. The Company hereby agrees to employ the Employee
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and the Employee hereby accepts employment as a Executive Vice President
/ CIO of the Company and agrees to devote his full business time and
efforts to the diligent and faithful performance of his duties hereunder
under the direction of the Chief Operating Officer of the Company. Such
duties shall be performed in the State of Wisconsin.
2. Term of Employment. Unless sooner terminated as hereinafter provided,
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the term of the Employee's employment hereunder shall commence with and
only with the Effective Date of this agreement and shall continue until
July 31, 2003 (the "term"). This Agreement may be terminated prior to
the end of the Term in the manner provided herein. In the event that
this agreement is not terminated pursuant to the terms of this
Agreement, following the initial term as described above, said agreement
shall extend for successive renewal terms of one (1) year each measured
from the date of renewal, unless either party shall notify the other
party of their desire to not renew the term of this agreement, with said
notice to be made no later than ninety (90) days prior to the expiration
of the initial term of this agreement or any then effective renewal term
thereof.
3. Compensation. For all services rendered by Employee, the Company shall
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compensate Employee as follows:
(a) Base Salary. Effective on the date hereof, the annual base salary
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payable to the Employee shall be One Hundred Forty Thousand Dollars
(140,000.00) per year or such greater amount as determined from
time to
time by the President and/or Chief Executive Officer of the Company
(but not reviewed less frequently than on an annual basis), payable
on a regular basis in accordance with the Company's standard
payroll procedures, but not less than monthly. It is understood
that the base salary is a minimum amount, and shall not be reduced
during the term of this Agreement.
(b) Incentive Bonus. During the initial term and any extensions
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thereof, Employee shall be eligible to receive an incentive bonus
based upon his participation in the Company's executive bonus
program.
(c) Perquisites, Benefits, and Other Compensation. During the initial
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term and any extensions thereof, Employee shall be entitled to
receive all perquisites and benefits as are customarily provided by
the Company to its executive employees, subject to such changes,
additions, or deletions as the Company may make generally from time
to time, as well as such other perquisites or benefits as may be
specified from time to time by the Board of Directors or the Chief
Executive Officer of the Company.
(d) Stock Options. The Employee shall be eligible for an option grant
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as approved by the Board of Directors.
4. Covenants and Conditions.
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(a) The Employee will acquire information and knowledge respecting the
intimate and confidential affairs of the Company in the various
phases of its business. Accordingly, the Employee agrees that he
shall not during his employment with the Company or for twenty four
(24) months thereafter, use for himself or disclose to any person
not employed by the Company any such knowledge or information
heretofore acquired or acquired during the term of this employment
hereunder. Nothing in this agreement shall be construed to limit or
supersede the common law of torts or statutory or other protection
of trade secrets where such law provides the Company with greater
protections or protections for a longer duration than that provided
in this section 4 of this Agreement.
(b) The Employee agrees that all memoranda, notes, records, papers, or
other documents and all copies thereof relating to the Company's
operations or business, some of which may be prepared by him, and
all objects associated therewith (such as models and samples) in
any way obtained by him shall be the Company's property. This shall
include, but is not limited to, documents and objects concerning
any process, apparatus, or product manufactured, used, developed,
investigated, or considered by the Company. The Employee shall not,
except for Company use, copy or duplicate any of the aforementioned
documents or objects, nor remove them from the Company's
facilities. The Employee shall not use any
information concerning the aforementioned documents or objects,
except for the Company's benefit, either during his employment or
for a period of twenty four (24) months thereafter. The Employee
agrees that he will deliver all of the aforementioned documents and
objects that may be in his possession to the Company on termination
of his employment, or at any other time on the Company's request,
together with his written certification of compliance, except for
those documents and objects received as a director of the Company.
(c) The terms of the provisions of this Paragraph 4(c) shall be in
effect from the Effective Date of this Agreement through and
including two years (2) following the termination of the employment
of the Employee with the Company (the "Effective Period"). During
the Effective Period, the Employee will not, without the written
consent of the Company, either as principal, agent, consultant,
employee, director, or otherwise, directly or indirectly, contact
(1) any customer of the Company with whom the Employee had direct
contact on behalf of the Company; (2) any customer of the Company
who was contacted by an individual directly or indirectly
supervised by the Employee; and (3) any customer of the Company
about whom the Employee obtained non-public information in
connection with his/her relationship with the Company, with the
purpose or effect of causing such customer to buy or use products
competitive with the Company's. The customer contacts/acquisition
of knowledge described in this Paragraph 4 only apply to those
occurring during the eighteen (18) months prior to the termination
of Employee's relationship with the Company.
(d) In addition and supplemental to any obligations otherwise owed the
Company by the Employee, the Employee agrees he will not engage in
any business activity in the sale and distribution of educational
equipment, supplies, materials and furniture or related internet
market businesses which competes with the business activities of
the Company for the Effective Period.
(e) During the Effective Period, the Employee will not, without the
written consent of the Company, either as principal, agent,
consultant, employee, director, or otherwise, directly or
indirectly, in one or a series of transactions, solicit, induce, or
influence any proprietor, partner, stockholder, lender, director,
officer, employee, joint venturer, investor, lessor, independent
contractor, supplier, customer, or any other person which has a
business relationship with the Company, to discontinue or reduce or
modify the extent of such relationship, with the Company.
5. Death or Disability of the Employee. The Employee's employment shall
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terminate immediately upon his/her death. In the event the Employee becomes
physically or mentally disabled under the terms of the then currently
effective disability coverage for full time employees of the Company, they
shall cease receiving compensation under the terms of this agreement. In
the event that the Employee returns to active full time employment with the
Company during the term of this agreement, or any extension or renewal
thereof, they shall then be compensated for their employment under the
terms of this agreement for their actual active employment with the
Company.
6. Termination. The Company reserves the right to terminate the Employee's
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employment immediately under this agreement should any of the following
occur:
(a) The Employee's commission of a felony that is an act which, in the
opinion of the Board of Directors, is either abhorrent to the
community or is an intentional act, which the Board of Directors
considers materially damaging to the reputation of the Company or its
successors or assigns.
(b) The Employee's breach of or failure to perform his obligations in
accordance with the terms and conditions of this agreement or by
mutual agreement of the parties hereto.
(c) The death or disability of the Employee.
Should the term of the Employee's employment with the Company be terminated
pursuant to the terms of Section 6(b) herein, the Company shall pay to the
Employee the Base Salary described in Section 3(a) for a period of six (6)
months. Termination for any other cause shall provide for no severance
compensation.
7. Successors and Assigns. Rights and duties under this Agreement shall be and
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are binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns,
although this agreement, and the right of the employee to act as a sales
representative of the Company, is purely personal and not transferable.
8. Representations of the Employee. The Employee warrants and represents to
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the Company that as of the Effective Date, he/she is not subject to any
employment, consulting or services agreement, or any restrictive covenants
or agreements of any type which would conflict or prohibit the Employee
from fully carrying our their duties as described under the terms of this
agreement. Further the Employee warrants and represents to the Company that
he/she has not and will not retain or use, for the benefit of the Company,
any confidential information, records, trade secrets, or other property of
a former employer. Further the Employee represents to the Company and
acknowledges that he/she approached the Company for the opportunity of
employment with the Company and that the Company in no way actively
solicited the Employee to become employed with the Company or to terminate
their employment with any former employer. These warranties and
representations shall remain in full force and effect beyond the term
of the employment of the Employee with the Company.
9. Notice. All notices, demands and other communications hereunder shall
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be deemed to have been duly given, if delivered by hand or mailed,
certified or registered mail with postage prepaid:
To the Company: XxxxXxx.xxx, Inc.
0000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxx XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx
Fax: 0-000-000-0000
With a copy to: Xxxxxx X. Xxxxxxx XX, Esq.
Xxxxxxx & Xxxxxxx, S.C.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
To Employee: Xx. Xxxxxxx X. Xxxxxxxx
or to such other address as the person to whom notice is to be given
may have specified in a notice duly given to the sender as provided
herein. Such notice, request, claim, demand, waiver, consent, approval
or other communication shall be deemed to have been given as of the
date so delivered, telefaxed, mailed or dispatched and, if given by any
other means, shall be deemed given only when actually received by the
addressees.
10. Entire Agreement; Amendment; Waiver. This Agreement (including any
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documents referred to herein) sets forth the entire understanding of
the parties hereto with respect to the subject matter contemplated
hereby. Any and all previous agreements and understandings between or
among the parties regarding the subject matter hereof, whether written
or oral, are superseded by this Agreement. This Agreement shall not be
amended or modified except by a written instrument duly executed by
each of the parties hereto. Any extension or waiver by any party of any
provision hereto shall be valid only if set forth in an instrument in
writing signed on behalf of such party.
11. Expenses. Each party hereto shall bear and pay all of their respective
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fees, expenses and disbursements of their agents, representatives,
accountants and counsel incurred in connection with the subject matter
of this Agreement, and its enforcement.
11. Severability. If any provision of this Agreement or the application
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thereof to any person or circumstances is held invalid or unenforceable
in any jurisdiction, the remainder hereof, and the application of such
provision to such person or circumstances in any other jurisdiction,
shall not be affected thereby, and to this end the provisions of this
Agreement shall be severable.
12. Governing Law. This Agreement shall in all respects be construed
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according to the laws of the State of Wisconsin, without regard to its
conflict of laws principles.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be duly
executed as of the date first written above.
COMPANY: XxxxXxx.xxx, Inc.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Individually
