Exhibit 10.7
AQUATIC CELLULOSE INTERNATIONAL CORP.
DIRECTOR
AND
EXECUTIVE EMPLOYMENT AGREEMENT
THIS DIRECTOR AND EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made
between Aquatic Cellulose International Corp., a Nevada corporation (the
"COMPANY"), and Sheridan B. Westgarde ("S.WESTGARDE") (collectively sometimes
referred to as the "PARTIES" and individually sometimes referred to as "EACH
PARTY"). Unless otherwise indicated, all references to Sections are to
Sections in this Agreement. This Agreement is effective as of the "EFFECTIVE
DATE" set forth in Section 12 below.
W I T N E S S E T H:
WHEREAS, S.Westgarde is currently the Sole Director of the Company's Board of
Directors, since March of 2003, and the Board of Directors desires to renew
its commitment to to make Westgarde a significant shareholder of the Company,
and
WHEREAS, S.Westgarde is currently the sole Officer acting in the capacity of
CEO/ CFO/ SECRETARY AND TREASURER of the Company and the Company desires to
renew it contract to continue the services of S.Westgarde and S.Westgarde
desires to be employed by the Company upon the terms and conditions
hereinafter set forth; . NOW, THEREFORE, in consideration of the premises, the
agreements herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as of the date
hereof as follows:
1. Company Obligation to S.Westgarde for his role as Director:
a. The Company will issue to S.Westgarde at his exclusive option,
five (5) percent of the total authorized capital stock of the
Company, after the completion of the increase in the authorized
capital stock of the Company, or twenty seven (27) percent of
the issued and outstanding stock of the Company following
initial issuances to stakeholders.
b. This obligation of the Company under this Section 1 shall remain
in full force and effect indefinitely, until satisfied, and will
not terminate under any condition including the resignation or
termination of S.Westgarde as Director or Officer.
c. In the event of the death or mental incapacitation of
S.Westgarde all rights under this Section 1 shall assign to the
estate of S.Westgarde.
2. Employment. The Company hereby agrees to employ S.Westgarde, and
S.Westgarde hereby agrees to serve the Company, as its Chief Executive
Officer and President ("EMPLOYMENT") for a period of three (3) calendar
years beginning on September 1, 2006 and ending on September 1, 2009.
a. Scope of Employment.
i. During the Employment, S.Westgarde will serve as Chief
Executive Officer, President and other offices as
required. In that connection, S.Westgarde will (i)
devote his working time, attention, and energies to the
business of the Company and will diligently and to the
best of his ability perform all duties incident to his
employment hereunder; (ii) use his best efforts to
promote the interests and goodwill of the Company; and
(iii) perform such other duties commensurate with his
office as the Board of Directors of the Company may from
time-to-time assign to him.
ii. Section 2(a) shall not be construed as preventing
S.Westgarde from (i) serving on, or performing services
in relation to, corporate, civic, voluntary or
charitable boards or committees, or (ii) making
investments in other businesses or enterprises; provided
that in no event shall any such, business activity or
investment require the provision of substantial services
by S.Westgarde to the operations or the affairs of such
businesses or enterprises such that the provision
thereof would interfere in any respect with the
performance of S.Westgarde's duties hereunder; and
subject to Section 3.
b. Compensation and Benefits during Employment. During the
Employment, the Company shall provide compensation to
S.Westgarde as follows;
i. S.Westgarde shall receive a Yearly Salary ("YEARLY
SALARY") of $90,000, with eighty (80) percent payable in
cash and twenty (20) percent payable in Company stock.
ii. The Company shall reimburse S.Westgarde for business
expenses incurred by S.Westgarde in connection with the
Employment in accordance with the Company's then-current
policies.
iii. S.Westgarde will be entitled to participate in any
health insurance or other employee benefit plan which
the Company may adopt in the future.
iv. S.Westgarde will be entitled to twenty eight (28) days
of paid time off (PTO) per year. PTO days shall begin on
the 1st of September for each successive year. Unused
PTO days shall roll-over into the next year. Other than
the use of PTO days for illness or personal emergencies,
PTO days must be pre-approved by the Company.
v. S.Westgarde will be entitled to participate in any
incentive program or discretionary bonus program of the
Company which may be implemented in the future by the
Board of Directors.
vi. S.Westgarde will be entitled to participate in any stock
option plan of the Company which may be approved in the
future by the Board of Directors.
vii. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or
based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be
done, by S.Westgarde in good faith and in the best
interests of the Company and thus shall not be deemed
grounds for Termination for Cause.
3. Confidential Information.
a. S.Westgarde acknowledges that the law provides the Company with
protection for its trade secrets and confidential information.
S.Westgarde will not disclose, directly or indirectly, any of
the Company's confidential business information or confidential
technical information to anyone without authorization from the
Company's management. S.Westgarde will not use any of the
Company's confidential business information or confidential
technical information in any way, either during or after the
Employment with the Company, except as required in the course of
the Employment.
b. Information will not be deemed part of the confidential
information restricted by this Section 3 if S.Westgarde can show
that: (i) the information was in S.Westgarde's possession or
within S.Westgarde's knowledge before the Company disclosed it
to S.Westgarde; (ii) the information was or became generally
known to those who could take economic advantage of it; (iii)
S.Westgarde obtained the information from a party having the
right to disclose it to S.Westgarde without violation of any
obligation to the Company, or (iv) S.Westgarde is required to
disclose the information pursuant to legal process (e.g., a
subpoena), provided that S.Westgarde notifies the Company
immediately upon receiving or becoming aware of the legal
process in question. No combination of information will be
deemed to be within any of the four exceptions in the previous
sentence, however, whether or not the component parts of the
combination are within one or more exceptions, unless the
combination itself and its economic value and principles of
operation are themselves within such an exception or exceptions.
c. All originals and all copies of any drawings, blueprints,
manuals, reports, computer programs or data, notebooks, notes,
photographs, and all other recorded, written, or printed matter
relating to research, manufacturing operations, or business of
the Company made or received by S.Westgarde during the
Employment are the property of the Company. Upon Termination of
the Employment, whether or not for Cause, S.Westgarde will
immediately deliver to the Company all property of the Company
which may still be in S.Westgarde's possession. S.Westgarde will
not remove or assist in removing such property from the
Company's premises under any circumstances, either during the
Employment or after Termination thereof, except as authorized by
the Company's management.
4. Ownership of Intellectual Property.
a. The Company will be the sole owner of any and all of
S.Westgarde's Trade Secrets all of which enable the Company to
compete successfully in its business. As an express condition of
this Agreement, S.Westgarde covenants and agrees: to treat all
such matters relating to the Company's business, including all
geological, geophysical, engineering, and land data relating to
Company properties and any of the Company's business operations,
methods, procedures, or activities as trade secrets and
confidential information entrusted to S.Westgarde, solely for
use in his capacity as an employee under the terms of this
Agreement, and S.Westgarde will not divulge such information in
any way to persons outside of the Company or utilize such
information other than in his capacity as an employee under the
terms of this Agreement during or for a period of not less than
2 years following the expiration or termination of this
Agreement for any reason whatsoever.
b. For purposes of this Agreement, "TRADE SECRET" means all
inventions, discoveries, prospects and improvements (including,
without limitation, any information relating to manufacturing
techniques, processes, formulas, developments or experimental
work, work in progress, or business trade secrets), along with
any and all other work product relating thereto.
c. A Trade Secret is "RELATED TO the Company'S BUSINESS"
("COMPANY-RELATED TRADE SECRET") if it is made, conceived, or
reduced to practice by S.Westgarde (in whole or in part, either
alone or jointly with others, whether or not during regular
working hours), whether or not potentially patentable or
copyrightable in the U.S. or elsewhere, and it either: (i)
involves equipment, supplies, facilities, or trade secret
information of the Company; (ii) involves the time for which
S.Westgarde was or is to be compensated by the Company; (iii)
relates to the business of the Company or to its actual or
demonstrably anticipated research and development; or (iv)
results, in whole or in part, from work performed by S.Westgarde
for the Company.
d. S.Westgarde will promptly disclose to the Company, or its
nominee(s), without additional compensation, all Company-Related
Trade Secrets.
e. S.Westgarde will assist the Company, at the Company's expense,
in protecting any intellectual property rights that may be
available anywhere in the world for such Company-Related Trade
Secrets, including signing U.S. or foreign patent applications,
oaths or declarations relating to such patent applications, and
similar documents.
f. To the extent that any Company-Related Trade Secret is eligible
under applicable law to be deemed a "WORK MADE FOR HIRE," or
otherwise to be owned automatically by the Company, it will be
deemed as such, without additional compensation to S.Westgarde.
In some jurisdictions, S.Westgarde may have a right, title, or
interest ("RIGHT," including without limitation all right,
title, and interest arising under patent law, copyright law,
trade-secret law, or otherwise, anywhere in the world, including
the right to xxx for present or past infringement) in certain
Company-Related Trade Secrets that cannot be automatically owned
by the Company. In that case, if applicable law permits
S.Westgarde to assign S.Westgarde's Right(s) in future
Company-Related Trade Secrets at this time, then S.Westgarde
hereby assigns any and all such Right(s) to the Company, without
additional compensation to S.Westgarde; if not, then S.Westgarde
agrees to assign any and all such Right(s) in any such future
Company-Related Trade Secrets to the Company or its nominee(s)
upon request, without additional compensation to S.Westgarde.
g. Non-competition. As a condition to, and in consideration of, the
Company's entering into this Agreement, and giving S.Westgarde
access to certain confidential and proprietary information,
which S.Westgarde recognizes is valuable to the Company and,
therefore, its protection and maintenance constitutes a
legitimate interest to be protected by the provisions of this
Section 4 as applied to S.Westgarde and other employees
similarly situated to S.Westgarde, and for ten dollars ($10) and
other good and valuable consideration, the receipt and
sufficiency of which S.Westgarde hereby acknowledges,
S.Westgarde acknowledges and hereby agrees as follows:
i. that S.Westgarde is and will be engaged in the business
of the Company;
ii. that S.Westgarde has occupied a position of trust and
confidence with the Company prior to the Effective Date,
and that during the period of S.Westgarde's Employment
under this Agreement, S.Westgarde has, and will, become
familiar with the Company's trade secrets and with other
proprietary and confidential information concerning the
Company;
iii. that the obligations of this Agreement are directly
related to the Employment and are necessary to protect
the Company's legitimate business interests; and that
the Company's need for the covenants set forth in this
Agreement is based on the following: (i) the substantial
time, money and effort expended and to be expended by
the Company in developing oil and gas investment,
acquisition, exploration and drilling opportunities
technology development related to TigeroLynk and similar
confidential information; (ii) the fact that S.Westgarde
will be personally entrusted with the Company's
confidential and proprietary information; (iii) the fact
that, after having access to the Company's data and
other confidential information, S.Westgarde could become
a competitor of the Company; and (iv) the highly
competitive nature of the Company's industry, including
the premium that competitors of the Company place on
acquiring proprietary and competitive information; and
iv. that for a period commencing on the Effective Date and
ending twelve (12) months following Termination as
provided in Section 9, S.Westgarde will not, directly or
indirectly, serve as employee, agent, consultant,
stockholder, director, co-partner or in any other
individual or representative capacity, own, operate,
manage, control, engage in, invest in or participate in
any manner in, act as consultant or advisor to, render
services for (alone or in association with any person,
firm, corporation or entity), or otherwise assist any
person or entity that directly or indirectly engages or
proposes to engage in (i) competing with the Company on
technology development relating to TigeroLynk or
exploration or development of any oil and gas leases
within one (1) mile of any seismic line acquired,
purchased or shot for the Company or (ii) within one (1)
mile of any oil and gas property owned and operated by
the Company (iii) S.Westgarde further agrees that he
will not engage or cause or assist any third party to
engage in the exploration, leasing, development, or
marketing of any Prospects or leasehold interests within
one (1) mile of any Company owned or operated
properties; provided, however
v. that nothing contained herein shall be construed to
prevent S.Westgarde from investing in the stock or
securities of any competing corporation listed on any
recognized national securities exchange or traded in the
over the counter market in the United States, but only
if (i) such investment is of a totally passive nature
and does not involve S.Westgarde devoting time to the
management or operations of such corporation and
S.Westgarde is not otherwise involved in the business of
such corporation; and if (ii) S.Westgarde and his
associates (as such term is defined in Regulation 14(A)
promulgated under the Securities Exchange Act of 1934,
as in effect on the Effective Date), collectively, do
not own, directly or indirectly, more than an aggregate
of two percent (2%) of the outstanding stock or
securities of such corporation.
5. Legal Fees and Expenses.
a. In the event of a lawsuit, arbitration, or other
dispute-resolution proceeding between the Company and
S.Westgarde arising out of or relating to this Agreement, the
prevailing party, in the proceeding as a whole and/or in any
interim or ancillary proceedings (e.g., opposed motions,
including without limitation motions for preliminary or
temporary injunctive relief) will be entitled to recover its
reasonable attorneys' fees and expenses unless the court or
other forum determines that such a recovery would not serve the
interests of justice.
6. Successors.
a. This Agreement shall inure to the benefit of and be binding upon
(i) the Company and its successors and assigns; (ii) S.Westgarde
and S.Westgarde's heirs and legal representatives, except that
S.Westgarde's duties and responsibilities under this Agreement
are of a personal nature and can only be assignable or delegable
in whole or in part with the Company's written permission; and
(iii) S.Westgarde Parties as provided in Section 8.
b. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation, Acquisition,
acquisition of the controlling interest of the Company's common
stock or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "THE
COMPANY" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of
law, or otherwise.
7. Arbitration.
a. Except as set forth in paragraph (b) of this Section 7 or to the
extent prohibited by applicable law, any dispute, controversy or
claim arising out of or relating to this Agreement will be
submitted to binding arbitration before a single arbitrator in
accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association in
effect on the date of the demand for arbitration. If a dispute
should arise under this Agreement, either party may, within
sixty (60) days after the dispute arises, make a demand for
arbitration by sending a demand in writing to the other. The
question(s) to be decided by the arbitrators shall be stated in
writing in the written request for arbitration and the
jurisdiction of the arbitrators shall be limited to a decision
of the question so stated in writing.
b. The parties may agree upon one arbitrator, but in the event they
cannot do so within fifteen days, there shall be three
arbitrators, one named in writing by each of the parties within
thirty days after the demand for arbitration is made, and a
third to be chosen by the two so named within the following
fifteen days. There shall be no communication between any party
and an arbitrator other than at oral hearings or in documents
that are currently provided to the parties by certified mail or,
if the documents are presented during the hearing, by hand
delivery.
c. Arbitration shall take place before the arbitrator, who will
preferably but not necessarily be a lawyer but who shall have at
least fifteen (15) years' of business experience in working in
energy or technology development or with oil and gas exploration
and production companies. The arbitration may proceed in the
absence of any party that, after due notice, fails to be
present. An award shall not be made solely on the default of a
party. The arbitrators shall require the party who is present to
submit such evidence as the arbitrators may require for the
making of an award.
d. Unless otherwise agreed by the parties, the arbitration shall
take place in Xxxxxx Xxx, Xxxxxxx Xxxxxxxx, Xxxxxx where
S.Westgarde's principal office space is located at the time of
the dispute or was located at the time of Termination of the
Employment (if applicable). The arbitrator is hereby directed to
take all reasonable measures not inconsistent with the interests
of justice to expedite, and minimize the cost of, the
arbitration proceedings. The award shall be made promptly and,
unless otherwise agreed by all the parties, no later than thirty
days from the date of closing of the arbitration hearing. If
there is only one arbitrator, his decision shall be binding and
conclusive on the parties. If there are three arbitrators, the
decision of any two shall be binding and conclusive.
e. To protect inventions, trade secrets, or other confidential
information of Section 3, and/or to enforce the non-competition
provisions of Section 4, the Company may seek temporary,
preliminary, and/or permanent injunctive relief in a court of
competent jurisdiction, in each case, without waiving its right
to arbitration.
f. At the request of either party, the arbitrator may take any
interim measures s/she deems necessary with respect to the
subject matter of the dispute, including measures for the
preservation of confidentiality set forth in this Agreement.
g. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.
8. Indemnification.
a. The Company agrees to indemnify and hold harmless S.Westgarde,
his nominees and/or assigns (a reference in this Section 8 to
S.Westgarde also includes a reference to S.Westgarde's nominees
and/or assigns) against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs,
expenses and disbursements (incurred in any and all actions,
suits, proceedings and investigations in respect thereof and any
and all legal and other costs, expenses and disbursements in
giving testimony or furnishing documents in response to a
subpoena or otherwise), including without limitation, the costs,
expenses and disbursements, as and when incurred, of
investigating, preparing or defending any such action, suit,
proceeding or investigation that is in any way related to
S.Westgarde's employment with the Company (whether or not in
connection with any action in which the S.Westgarde is a party).
Such indemnification does not apply to acts performed by
S.Westgarde, which are criminal in nature or a violation of law.
The Company also agrees that S.Westgarde shall not have any
liability (whether direct or indirect, in contract or tort, or
otherwise) to the Company, for, or in connection with, the
engagement of the S.Westgarde under the Agreement, except to the
extent that any such liability resulted primarily and directly
from S.Westgarde's gross negligence and willful misconduct.
b. These indemnification provisions shall be in addition to any
liability which the Company may otherwise have to S.Westgarde or
the persons indemnified below in this sentence and shall extend
to the following: the S.Westgarde, his affiliated entities,
partners, employees, legal counsel, agents, and controlling
persons (within the meaning of the federal securities laws), and
the officers, directors, employees, legal counsel, agents, and
controlling persons of any of them (collectively, the
"S.WESTGARDE PARTIES").
c. If any action, suit, proceeding or investigation is commenced,
as to which any of the S.Westgarde parties propose
indemnification under the Agreement, they shall notify the
Company with reasonable promptness; provided however, that any
failure to so notify the Company shall not relieve the Company
from its obligations hereunder. The S.Westgarde Parties shall
have the right to retain counsel of their own choice (which
shall be reasonably acceptable by the Company) to represent
them, and the Company shall pay fees, expenses and disbursements
of such counsel; and such counsel shall, to the extent
consistent with its professional responsibilities, cooperate
with the Company and any counsel designated by the Company. The
Company shall be liable for any settlement of any claim against
the S.Westgarde Parties made with the Company's written consent,
which consent shall not be unreasonably withheld. The Company
shall not, without the prior written consent of the party
seeking indemnification, which shall not be reasonably withheld,
settle or compromise any claim, or permit a default or consent
to the entry of any judgment in respect thereof, unless such
settlement, compromise or consent includes, as an unconditional
term thereof, the giving by the claimant to the party seeking
indemnification of an unconditional release from all liability
in respect of such claim.
d. The indemnification provided by this Section 8 shall not be
deemed exclusive of, or to preclude, any other rights to which
those seeking indemnification may at any time be entitled under
the Company's Articles of Incorporation, Bylaws, any law,
agreement or vote of shareholders or disinterested directors, or
otherwise, or under any policy or policies of insurance
purchased and maintained by the Company on behalf of
S.Westgarde, both as to action in his Employment and as to
action in any other capacity.
e. S.Westgarde shall be entitled to reasonable expenses (including
court costs and attorneys' fees) incurred by S.Westgarde, if
S.Westgarde serves as a witness or is threatened to be made a
named defendant or respondent in a threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such
an action, suit or proceeding, and any inquiry or investigation
that could lead to such an action, suit or proceeding (each a
"PROCEEDING"), shall be paid by the Company at reasonable
intervals in advance of the final disposition of such Proceeding
after receipt by the Company of:
i. a written affirmation by S.Westgarde of his good faith
belief that he has met the standard of conduct necessary
for indemnification by the Company; and
ii. a written undertaking by or on behalf of the S.Westgarde
to repay the amount paid or reimbursed by the Company if
it shall ultimately be determined that he is not
entitled to be indemnified by the Company. Such written
undertaking shall be an unlimited obligation of the
S.Westgarde but need not be secured and it may be
accepted without reference to financial ability to make
repayment.
f. Notwithstanding any other provision of this Section 8, the
Company may pay or reimburse expenses incurred by S.Westgarde in
connection with his appearance as a witness or other
participation in a Proceeding at a time when he is not named a
defendant or respondent in the Proceeding.
g. Neither Termination nor completion of the Employment shall
effect these indemnification provisions which shall then remain
operative and in full force and effect.
9. Termination
a. This Agreement and the employment relationship created hereby
will terminate (i) upon the disability or death of S.Westgarde
under Section 9 (b) or 9 (c); (ii) with cause under Section 9
(d); (iii) for good reason under Section 9 (e); or (iv) without
cause under Section 9 (f).
b. Disability. The Company shall have the right to terminate the
employment of S.Westgarde under this Agreement for disability in
the event S.Westgarde suffers an injury, illness, or incapacity
of such character as to prevent him from performing his duties
without reasonable accommodation by S.Westgarde hereunder for a
period of more than thirty (30) consecutive days upon Company
giving at least thirty (30) days written notice of termination.
c. Death: This Agreement will terminate on the Death of
S.Westgarde.
d. With Cause: The Company may terminate this Agreement at any time
because of, (i) the conviction of S.Westgarde of an act or acts
constituting a felony or other crime involving moral turpitude,
dishonesty or theft or fraud; or (ii) S.Westgarde's gross
negligence in the performance of his duties hereunder.
e. Good Reason. The S.Westgarde may terminate his employment for
"GOOD REASON" by giving Company ten (10) days written notice if:
i. he is assigned, without his express written consent, any
duties materially inconsistent with his positions,
duties, responsibilities, or status with Company as of
the date hereof, or a change in his reporting
responsibilities or titles as in effect as of the date
hereof;
ii. (ii) his compensation is reduced; or
iii. The Company does not pay any material amount of
compensation due hereunder and then fails either to pay
such amount within the ten (10) day notice period
required for termination hereunder or to contest in good
faith such notice. Further, if such contest is not
resolved within thirty (30) days, the Company shall
submit such dispute to arbitration under Section 7.
f. Without Cause. Company may terminate this Agreement without
cause.
g. Any act, or failure to act, based upon authority given pursuant
to a resolution duly adopted by the Company's Board of Directors
or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by
S.Westgarde in good faith and in the best interests of the
Company and thus shall not be deemed grounds for Termination for
Cause under Section 9 above.
10. Obligations of Company Upon Termination.
a. In the event of the termination of S.Westgarde's employment
pursuant to Section 9 (a), S.Westgarde will be entitled to a one
time lump sum payment equal to two hundred 200% of the full
Yearly Salary (plus life insurance or disability benefits),
which payment shall be payable to S.Westgarde within thirty (30)
days of the Company's written notice of termination to be
provided to S.Westgarde under Section 9 (a), above.
b. In the event of the termination of S.Westgarde's employment
pursuant to Section 9 (b) or (c), S.Westgarde will be entitled
only to the compensation earned by him hereunder as of the date
of such termination (plus life insurance or disability
benefits).
c. In the event of the termination of S.Westgarde's employment
pursuant to Section 9 (d) or (f), S.Westgarde will be entitled
to receive as severance pay, a one time lump sum payment equal
to 200% of the full Yearly Salary, in addition to all payments
of salary earned through the date of termination, which shall be
immediately due and payable. Provided however that any payment
of severance under this Section 10 is contingent upon execution
of a Settlement Agreement and Mutual Release releasing the
Company from any and all obligations under this Agreement.
d. In the event of termination of S.Westgarde's employment, the
indemnification provisions of Section 8. Indemnification, shall
survive the termination of the S.Westgarde in respect to ongoing
obligations of the Company to pay legal and other costs in any
action, suit, proceeding or investigation in accordance with
Section 8.
11. Other Provisions.
a. All notices and statements with respect to this Agreement must
be in writing. Notices to the Company shall be delivered to the
Chairman of the Board or any vice president of the Company, if
any. Notices to S.Westgarde may be delivered to S.Westgarde in
person or sent to S.Westgarde's then-current mailing address as
indicated in the Company's records.
b. This Agreement sets forth the entire agreement of the parties
concerning the subjects covered herein; there are no promises,
understandings, representations, or warranties of any kind
concerning those subjects except as expressly set forth in this
Agreement.
c. Any modification of this Agreement must be in writing and signed
by all parties; any attempt to modify this Agreement, orally or
in writing, not executed by all parties will be void.
d. If any provision of this Agreement, or its application to anyone
or under any circumstances, is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability will not affect any other provision or
application of this Agreement which can be given effect without
the invalid or unenforceable provision or application and will
not invalidate or render unenforceable such provision or
application in any other jurisdiction.
e. This Agreement will be governed and interpreted under the laws
of the United States of America and the laws of the State of
Nevada as applied to contracts made and carried out in Nevada by
residents of Nevada.
f. No failure on the part of any party to enforce any provisions of
this Agreement will act as a waiver of the right to enforce that
provision.
g. Section headings are for convenience only and shall not define
or limit the provisions of this Agreement.
h. This Agreement may be executed in several counterparts, each of
which is an original. It shall not be necessary in making proof
of this Agreement or any counterpart hereof to produce or
account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall
be deemed to have been executed and delivered by the signing
party as though an original. A photocopy of this Agreement shall
be effective as an original for all purposes.
12. Summary of Terms of Employment;
h. Effective Date September 1, 2006
i. Term / Commitment Three Years
j. Office / Position Chief Executive Officer and President
k. Salary As described under Section 2(b) herein
[Remainder of page left intentionally blank. Signatures follow.]
This Agreement contains provisions requiring binding arbitration of disputes.
By signing this Agreement, S.Westgarde acknowledges that he (i) has read and
understood the entire Agreement; (ii) has received a copy of it (iii) has had
the opportunity to ask questions and consult counsel or other advisors about
its terms; and (iv) agrees to be bound by it.
Executed to be effective as of the Effective Date.
AQUATIC CELLULOSE INTERNATIONAL CORP:
Its: President
/s/ Sheridan B. Westgarde
S.WESTGARDE:
By: /s/ Sheridan B. Westgarde
Printed Name: Sheridan B. Westgarde
