MIRENCO, INC.
X.X. Xxx 000
000 Xxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Phone: (000) 000-0000
0 (000) 000-0000
(000) 000-0000
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of November 3,
1999 by and between Mirenco, Inc., (the "Employer"), and Xxxxx Xxxxxxx (the
"Employee").
A. Employer is engaged in the business of promoting and selling electronic fuel
management and vehicle emission control devices for vehicles and engines,
providing information and management services for fleets utilizing our products.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by the Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as President and to
perform those duties prescribed by the Employer's Articles of Incorporation and
Bylaws and as directed by the Board of Directors from time to time. Employee
accepts and agrees to such employment, subject to the general supervision,
advice, and direction of Employer's Board of Directors. Employee shall also
perform (i) such other duties as are customarily performed by an employee in a
similar position, and (ii) such other and unrelated services and duties as may
be assigned to Employee from time to time by Employer's Board of Directors.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability. experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided as such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee.
A. Salary - an annual salary of
1. $75,000
Stock Option -As additional incentive, Employer through granting by
its Board of Directors to be made effective on December 31, 1999, further
grants to Employee the option under a non-qualified stock option plan to
purchase 280,000 shares of the Employer's common stock at an exercise price
of $5.00 (Five Dollars) per share. Such options will vest on the following
schedule:
SHARES DATE SHARES DATE
------ ---- ------ ----
20,000 January 1, 2000 15,000 January 1, 2002
20,000 March 31, 2000 15,000 March 31, 2002
20,000 June 30, 2000 15,000 June 30, 2002
20,000 September 30, 2000 15,000 September 30, 2002
20,000 January 1, 2001 15,000 January 1, 2003
20,000 March 31, 2001 15,000 March 31, 2003
20,000 June 30, 2001 15,000 June 30, 2003
20,000 September 30, 2001 15,000 September 30, 2003
All such options, unexercised will expire five (5) years after the
final grant date of September 30, 2003, at midnight, Central Time,
Iowa, on September 30, 2008. In the event of a change of
majority-control of the Company, at the date of such change, all
remaining unvested stock options granted herein will be considered
immediately fully vested.
B. Accrued vacation will be paid in accordance with state law and the
Employer's customary procedures.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance with
Employer policies in effect from time to time.
5. CONFIDENTIALITY. Employee recognizes the Employer has and will have
information regarding products, prices, future plans, business affairs,
processes, trade secrets, technical matters, customer lists, product design,
copyrights, and other vital and proprietary information (collectively,
"Information") which are valuable, special, and unique assets of Employer.
Employee agrees that the Employee will not at any time or in any manner, either
directly or indirectly, divulge, disclose, or communicate in any manner any
Information to any third party, except in the ordinary performance of his
duties, without the prior written consent of the Employer. Employee will protect
the Information and treat it as strictly confidential. A violation by Employee
of this paragraph shall be a material violation of this Agreement and will
justify legal and/or equitable relief in addition to being grounds for dismissal
for cause.
6. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of the Agreement shall remain in force and effect for one (1) year
after the termination of Employee's employment.
8. NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the Company, Employee agrees and covenants that
for a period of one (1) year following the end of the Term of this Agreement,
whether such termination is voluntary or involuntary, Employee will not directly
or indirectly engage in any business competitive with Employer. This covenant
shall apply to all geographical areas in which the Employer conducts business or
from which the Employer otherwise derives revenues and to Internet delivery of
said products and services. Directly or indirectly engaging in any competitive
business includes, but is not limited to, (i) engaging in a business as owner,
partner, or agent, (ii) becoming an employee of any third party that is engaged
in such business, (iii) becoming interested directly or indirectly in any such
business, or (iv) soliciting any customer of Employer for the benefit of a third
party that is engaged in such business. Employee agrees that this non-compete
provision will not adversely affect the Employee's livelihood. Notwithstanding
any of the foregoing provisions of this paragraph 8, this paragraph 8 shall
apply only to products, services, and business lines engaged in by the Employer
on the date of Employee's termination.
9. TERM/TERMINATION
9.1. Employee's employment under this agreement shall be for one (1) year,
beginning on November 3, 1999.
9.2. If Employee is in violation of this agreement, Employer may terminate
employment without notice and for cause and with compensation to Employee of two
(2) weeks of base salary including earned or unpaid bonuses. The compensation
paid under this Agreement shall be the Employee's exclusive remedy.
9.3. If this Agreement is terminated by Employer without cause prior to the
end of its Term, Employee shall be paid (i) any bonus payment that would have
been due Employee up to the point of termination for the year in which Employee
was terminated based on the objective criteria established by the Board of
Directors. Such payment shall be paid and when bonus payments would have been
paid to Employee had Employee not been terminated.
10. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Mirenco, Inc.
X.X. Xxx 000 000 Xxx Xxxxxx
Xxxxxxxxx, XX 00000
Employee:
Xxxxx Xxxxxxx
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
13. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTURAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Iowa.
16. ARBITRATION. All disputes under this Agreement that cannot be resolved
by the parties shall be submitted to arbitration under the rules and regulations
of the American Arbitration Association with the arbitration to be held in Des
Moines, Iowa. Either party may invoke this paragraph after providing 30 days'
written notice to the other party. All costs of arbitration shall be divided
equally between the parties. Any award may be enforced by a court of law.
Employer:
Mirenco, Inc.
X.X. Xxx 000 000 Xxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /S/ XXXXXX XXXXXXX
------------------
Title: CEO
AGREED TO AND ACCEPTED
Employee:
Xxxxx Xxxxxxx
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
/S/ XXXXX XXXXXXX
-----------------
(signed)
