EMPLOYMENT AGREEMENT
This Agreement made and entered into this 1st day of October, 2007 by
and between Neptune Industries, Inc., [hereinafter referred to as Employer or
Corporation] a Florida Corporation, 00000 Xx. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000, and Xxxxxx X. Xxxxxxxxxxxx [hereinafter referred to
as Employee] an individual resident of Boca Raton, Florida.
WITNESSETH:
WHEREAS, the Employer is desirous of engaging the services of Xxxxxx X.
Xxxxxxxxxxxx, the Employee, recognizing that the Employee has great experience,
expertise, skill and ability with respect to the business of the Employer; and
WHEREAS, the Employee is desirous of rendering his services to the
Employer; and
WHEREAS, both the Employer and Employee desire to have their duties,
rights and obligations specified herein, and in consideration of the sum of Ten
and No/100 [$10.00] Dollars, to each party in hand paid by the other, receipt
of which is hereby acknowledged;
NOW THEREFORE, the parties agree as follows:
1. EMPLOYMENT. Employer hereby employs the services of the Employee, and
the Employee hereby accepts employment under the terms and conditions
hereinafter set forth.
2. TERM OF EMPLOYMENT. The Employer shall employ the Employee for a five
[5] year period, which period shall be automatically extended for an additional
one [1] year on each successive twelve month anniversary of the effective date
of this Agreement, so that the term of this Agreement shall at all times be
five [5] years. This Agreement shall terminate only in accordance with
provisions of Paragraph 8. For the purposes of this Agreement, the effective
date of the term hereof shall be October 1, 2007.
3. DUTIES. The Employee shall be engaged by the Employer as its Chairman,
Chief Executive Officer, and President, or in such other executive capacities
and with such other duties as the Board of Directors may hereafter determine.
Employee shall assume that office and shall render unto Employer the usual and
customary duties of such offices and render such additional services as are
pertinent thereto, which services are similar in nature as those Employee
performed for Employer prior to the effective date hereof.
During the period of employment hereunder, Employee shall devote so
much of his time and efforts to the business and affairs of the Corporation
[allowing reasonable time for vacations] as is necessary to discharge his
duties, perform such services not inconsistent with his position as shall be
designated by the Directors of the corporation, use his best efforts to
promote the interests of the Corporation, serve as a director of the
Corporation, and hold the offices in the Corporation to which from time to
time he may be elected or appointed.
4. RESTRICTIVE COVENANT. Employee shall not disclose to any person, firm
or corporation any confidential information concerning the business or affairs
of the Employer which Employee may acquire from Employer during the term of
this Agreement except if such disclosure is authorized by the Employer or is
ordered by a court of law.
5. COMPENSATION. For services to the Employer as described in Paragraph
3 above, the Employee shall be compensated pursuant to the terms and
conditions of Schedule "A" attached hereto and made a part hereof.
6. WORK FACILITIES. The Employee shall be furnished with those items the
Employer deems necessary to the Employee to adequately complete the performance
of his duties.
7. REIMBURSEMENT OR PAYMENT OF EMPLOYEE EXPENSES. The Employer recognizes
that the Employee will incur, from time to time, for the Employer's benefit,
and in the furtherance of the Employer's business, various expenses. As part
of these expenses, it is anticipated that the Employee entertain and travel.
The Employer agrees either to pay directly, advance sums to the Employee to be
used for the expenses, to reimburse the Employee for expenses incurred for the
Employers benefit, or to allow Employee at his sole option to use expenses
paid directly by the Employee, as deductions from the Employees personal income
tax. These expenses include but are not limited to the following:
A. All travel and automobile expenses.
B. Expenses for entertainment for the promotion and development of the
Employer's business, which entertainment may occur at the Employees
residence.
C. Dues for societies and associations and/or other agreed dues.
D. Attendance at meetings, lectures, conventions, forums, continuing
education classes or other such activities or seminars which would be
beneficial for the Employer.
E. All other items of reasonable and necessary business expenses incurred by
the Employee in the interest of the Employer.
The Employee agrees to submit to the Employer, all documentation,
receipts, invoices, etc., as may be necessary to substantiate the
deductibility of the foregoing expenses for income tax purposes. Furthermore,
all expenses incurred by the Employee will be consistent with budgetary
policy and financial considerations of the Employer. Employee shall furnish
Employee with credit cards for use in this regard. However, said credit cards
shall at all times remain the property of the Employer and Employee agrees to
return or surrender same, upon demand by Employer.
8. TERMINATION
A: FOR CAUSE. Notwithstanding any other provision hereof, Employer may
terminate Employee's employment under this Agreement only for cause. The
termination shall be evidenced by written notice thereof to the Employee,
which shall specify the cause of termination and the required cure thereof.
If the stated cause is not cured within 45 days by the Employee, the
termination thereafter shall become effective in accordance with its terms.
In such event, the Employee, if requested by the Employer, shall continue to
render his services, and shall be paid his regular compensation up to the date
of termination. For the purposes hereof, the term "cause" shall mean: fraud,
theft or embezzlement against or from the Company, adjudication of bankruptcy,
or a breach or threatened breach of Paragraph 4A hereof. Employee may at any
time, upon ninety [90] days notice, terminate the employment under this
Agreement.
B. ON SALE. In the event the entire voting stock interests in the
Employer or substantially all the assets of the Employer are sold, then this
Agreement shall be terminable at the option of either party or the successor
thereto, except that if such termination be by the Employer or its successor,
Employee shall be entitled to the amount set forth as liquidated damages in
Paragraph 14 hereof.
9. VACATIONS. The Employee shall be entitled each year to a minimum of
four [4] weeks vacation time, during which time his compensation shall be paid
in full.
10. DEATH DURING EMPLOYMENT. If the Employee dies during the term of
this Agreement, the Employer shall pay as a death benefit, fifty thousand
[$50,000.00] Dollars, within sixty [60] days after the death of the Employee,
to the widow of the Employee, or if he is not then survived by a widow to the
Employee?s surviving children in equal shares, or if there are no surviving
children, to the estate of the Employee. In addition, the Employer shall
maintain a life insurance policy, the face amount of which shall be equal to
the Employee's salary as of the commencement of the term of this Agreement and
the proceeds of which shall be payable as the Employee shall direct. If the
Employer shall fail to maintain such insurance in force, then upon the death
of the Employee, the Employer shall be liable for the amount that would have
been payable pursuant to such an insurance policy.
11. WAIVER OF BREACH. The waiver by the Employer of a breach of any
provision of this Agreement by the Employee shall not operate or be construed
as a waiver of any subsequent breach by the Employee.
12. EMPLOYEE'S BENEFITS. The Employee shall receive the benefits of all
hospitalization, group life insurance, major medical insurance, pension and
profit sharing plans, or any other plans that now exist or may in the future
exist for the benefit of executive employees. This participation shall be at
no expense to the Employee and shall be paid for by the Employer. In addition,
Employer shall provide or arrange for an automobile for the use of the
Employee and shall pay all expenses in connection therewith including
insurance coverages. Employer shall also provide, at no cost to the Employee,
a life insurance policy as described above in Paragraph Ten [10] and
furthermore Employer shall provide those benefits, if any, specified in
Attachment "A".
13. DISABILITY. In the event the Employee shall become disabled so as
not to be able to perform the normal and regular duties of his employment,
then for a period of one [1] year beginning with the onset of such disability,
Employee shall be paid his salary as determined herein for said one [1] year
period, and shall be entitled to any bonuses payable as provided hereby.
In the event that Employee's disability, as aforesaid continues after
one [1] year period, Employee shall receive the benefits of a disability
income insurance policy to be purchased by Employer, naming Employee as
insured/beneficiary. All such payments shall continue for as long as Employee
shall remain disabled.
14. REMEDIES. In the event that Employer shall terminate this Agreement
on a basis other than as set forth herein for cause, the Employee shall be
entitled to receive as liquidated damages [and not as a penalty] the amount of
compensation unpaid for the balance of the remaining Term of this Agreement,
and a continuation of all benefits and insurance coverage provided for herein
for the same period..
15. ENTIRE AGREEMENT. This is the entire Agreement of the parties and
may not be modified except in writing and agreed to by both parties. The terms
and conditions of the Employment Agreement are incorporated herein to the
extent there is no conflict. In the event of any conflict, the terms of this
Employment Agreement shall control.
16. LAW APPLICABLE. This Agreement shall be construed according to the
laws of the State of Florida, and venue shall be in Palm Beach County, Florida.
17. NOTICES. All notices given by either party to the other shall be in
writing and shall be deemed to be duly given if delivered in person or
deposited in the United States mail (registered or certified return receipt
requested) or otherwise actually delivered. Unless further notified, notices
shall be given to the Employer at 00000 Xx. Xxxxxxx Xxxxxxxxx, Xxxx Xxxxx,
Xxxxxxx 00000 and to the Employee at 0000 XX 00xx Xxxxxx, Xxxx Xxxxx,
Xxxxxxx 00000.
18. PERSONS BOUND. This Agreement shall bind the Employer and the
Employee and the heirs, executors and assigns of both the Employer and the
Employee.
IN WITNESS WHEREOF, our hands and seals this 1st day of October, 2007.
Neptune Industries, Inc.
_________________________________
Xxxxxx X. Xxxxxx, Chief Operating Officer
Employee:
_________________________________
Xxxxxx X. Xxxxxxxxxxxx
SCHEDULE "A"
COMPENSATION. The compensation provided for in the Employment Agreement
shall commence on October 1, 2007, as follows:
Base Salary: Year 1 $250,000
Year 2 $275,000
Year 3 $300,000
Year 4 $325,000
Year 5 $350,000
plus annual cost of living increase, based on year 1, commencing October 1,
2007
Payment: Bi-monthly, with the stipulation that actual payment would remain at
60% of salary, with the balance to be accrued until the Company has raised
additional capital for operations..
Salary Increase: As approved by BOD annually as Company grows.
Signing bonus: 300,000 shares, tax paid, with value fixed at $0.16 (60
percent of average 30 day market price, with discount to reflect lack of
marketability for at least 2 years due to securities law restrictions.
Conversion of debt: $200,000 in outstanding accrued salary to be
converted into preferred stock on the basis of $1.00 of accrued salary for
one share of $1.00 par value convertible, redeemable preferred stock.
Neptune will assume the tax burden on the conversion. Terms of the
preferred will be:
1. Preferred has no dividend preference but participates with common on a
parity basis for any dividends declared.
2. Preferred is voting on a par with common, based on the number of shares
of common into which it is convertible
3. Preferred is redeemable by the Company after one year and at any time
within 5 Years of issue at par ($1.00 per share) plus interest at 8
percent per annum
4. Preferred is convertible to common at any time after 1 year and until
redeemed (can convert on notice of redemption) into 10 shares of common
for each share of preferred.
Annual bonus: In the form of an annual bonus, an amount equal to
not less than 0.02% of the Employer?s consolidated gross profit. Gross profit
for the purposes herein shall be calculated based upon the following formula:
Revenue - less direct cost of sales = Gross profit
Employee shall be entitled to and shall automatically receive a cost of living
adjustment calculated in proportion to the upward change in the consumer price
index U.S. Average All Items (1967 = 100), published by the U.S. Department of
Labor (or similar future index if these figures are not available) between
effective date and anniversary thereof.
INVENTIONS, PATENTS-RIGHTS-ROYALTIES
Employer acknowledges that the Employee has, prior to entering into this
Agreement, devoted his time, money and efforts to develop certain technologies,
patentable products, designs, plans or systems which include but may not be
limited to a product previously known as an ?eco-tank? and now referred to
as the ?Aqua-Sphere? and all of its peripheral support systems. Therefore,
the parties agree as follows:
1] The Employee, at Neptune?s expense, will be permitted to complete
development of technologies, patentable products, designs, plans or systems
which include but may not be limited to a product tentatively known as an
?eco-tank? and now referred to as the ?Aqua-Sphere? and all of its peripheral
support systems [ hereinafter ? technologies?] providing however that the
Employer shall have the exclusive rights, throughout North America to
distribute, license, produce or otherwise market the technologies in
accordance with the license agreement between Employer and Employee.
2] Employer shall, in addition, have the rights to distribute, produce,
license or otherwise market the ?technologies? outside of North America,
providing however that the Employer agrees to pay and the Employee agrees to
accept royalty payments for any ?technologies? sold, licensed, produced or
otherwise marketed by the outside of North America in accordance with the
license agreement between Employer and Employee..
3] Any patents obtained for the ?technologies? shall be recorded solely
in the name of the Employee or his designee in accordance with the license
agreement between Employer and Employee.. All rights to any patents received
for the technologies shall at all times remain the property of the Employee or
his designee.
4] In the event of the Employer?s adjudication of bankruptcy, or a
breach of this Agreement, or in the event the controlling voting stock
interests in or substantially all the assets of the Employer are sold, then
all rights ,of the Employer o the ?technologies? referred to herein shall
immediately be cancelled and shall become the sole and exclusive property of
the Employee or his assignee.
ACCRUAL. In the event, at any time and from time to time during the term
of this Agreement, the Employer shall not be in a financial position to pay, in
whole or in part, the Employee?s salary, bonuses or benefits as herein called
for, then all such salaries, bonuses or benefits which would have normally been
paid to the Employee shall accrue with interest of Twelve (12%) percent per
annum until paid in full to the Employee. The Employee may, at his option,
elect to take in part or whole, shares of Preferred Stock in lieu of accrued
back salary.
RELOCATION EXPENSE. In the event that Employer shall relocate its
principal offices to another location, and such location is more than 50 miles
from its current location, then the Employer agrees to pay or to reimburse
Employee for any and all relocation expenses the Employee might incur in
relocating his residence which will include but not be limited to moving costs,
temporary quarters, shipping, and any loss caused by the immediate sale of
Employee?s current residence.
EMPLOYEE: EMPLOYER:
NEPTUNE INDUSTRIES, INC.
______________________________ ___________________________________
Xxxxxx X. Xxxxxxxxxxxx By: Xxx Xxxxxx, Chief Operating Officer
