MANAGEMENT CONTRACT
This Agreement ("Agreement") is entered into this 15th day
of January, 2000, by and between Wm. Xxxxxxx Xxxxxxxx
(hereinafter, "Xxxxxxxx"), whose address is 0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 and Luminart Corp.
(hereinafter "Luminart"), whose address is 0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000.
WHEREAS, Xxxxxxxx desires to provide his expertise and
services in the fields of executive general management to
Luminart; and
WHEREAS, Luminart desires to use the services and expertise
of Xxxxxxxx in the management of the company;
NOW, THEREFORE, the parties agree to be bound to the terms
of this Agreement as follows:
1. Duties
A. During the Term of this Agreement, Xxxxxxxx will
serve as the President and Chief Executive Officer of Luminart
and will perform such duties to include, but not be limited to,
providing Luminart with his expertise in executive general
management.
X. Xxxxxxxx will oversee and direct all operations of
Luminart and its subsidiary, Luminart International, Inc. and
will be directly responsible to the Board of Directors of
Luminart.
X. Xxxxxxxx will direct Luminart at all times, and,
in such a way, as to maximize the company's market presence and
its net income.
X. Xxxxxxxx will ensure that accurate and current
records of Luminart and its subsidiary are at all times
maintained, and will provide timely reports to the Board of
Directors keeping them informed as to the direction of Luminart.
X. Xxxxxxxx will perform all other reasonable tasks
within his expertise as may be periodically assigned to him by
the Board of Directors.
2. Term and Termination
A. This Agreement shall commence on the day, month
and year first above written and shall continue in full force and
effect for a period of thirty six (36) months.
B. This Agreement may be terminated at will, with or
without cause, by either Xxxxxxxx or by the Board of Directors of
Luminart after having given a thirty (30) day written notice to
the other party to the address of record personally or by mail,
postage prepaid, or by facsimile machine message.
3. Compensation
X. Xxxxxxxx will devote his full time and effort to
the performance of his duties as set forth in this Agreement.
For these services, Luminart will compensate Xxxxxxxx in a base
salary in the amount of Ten Thousand Dollars ($10,000.00) per
month. If Luminart realizes a net profit, after having given
effect for tax liability, for a full twelve (12) months ending
coincident with its fiscal year end, to wit September 30, then
for the following twelve months the Board of Directors may
approve that Xxxxxxxx will be paid an amount in addition to his
base salary to reward his performance. Maximum payroll to
Xxxxxxxx under this Agreement will not exceed Two Hundred Fifty
Thousand Dollars ($250,000.00) in any one year.
X. Xxxxxxxx may accrue any portion of his salary and
Luminart will maintain this accrual as a primary short-term
liability on its books of record. In the event of termination of
this Agreement, all accrual still existing on the company books
of record will be paid to Xxxxxxxx within five (5) business days
of said termination by either party to this Agreement.
C. Upon execution of this Agreement, Xxxxxxxx will be
vested with an option to purchase up to and including 2,000,000
shares of the company's common stock (par value $0.001) for a
value of $0.25 per share. Thereafter, and for each fiscal year
during the term of this Agreement wherein a net profit has been
realized by Luminart, after giving effect for tax liabilities,
Xxxxxxxx will be granted options to purchase an additional one
million (1,000,000) shares of said stock at $0.25 per share.
Xxxxxxxx may exercise his earned options at any time either by
direct payment to the company or by applying an offset of equal
amount against any accrual on his behalf then existing on the
books of the corporation.
X. Xxxxxxxx agrees that neither federal nor state nor
local taxes will be withheld from his payroll, and as such he is
fully and personally liable for their payment.
4. Confidentiality
Xxxxxxxx agrees to maintain in strictest confidence
all information provided by Luminart or any subsidiary of
Luminart regarding any and all proprietary information. Xxxxxxxx
further agrees to hold in trust and use such information only as
needed to fulfill Xxxxxxxx'x obligations for Luminart' sole
benefit. Xxxxxxxx shall not use such information for his own
benefit, publish or otherwise disclose it to others, or permit
its use to the detriment of Luminart. Upon termination of
Xxxxxxxx'x obligations under this Agreement, Xxxxxxxx shall
return to Luminart all copies of all information provided by
Luminart to Xxxxxxxx, including partial copies and derivative
works of such information.
5. Limitation on Use
Xxxxxxxx shall use the proprietary information
provided to him by Luminart only in connection with the duties as
set forth in Section 1 of this Agreement. It is expressly
understood and agreed, however, that Xxxxxxxx may perform duties
for others which are not based upon or derived from Luminart'
proprietary and/or patented information. Except as provided in
this Agreement, Xxxxxxxx shall have no right to disclose or use
proprietary of Luminart and no license is granted or implied
under this Agreement.
6. Indemnification
(A) Xxxxxxxx shall indemnify, defend, and hold
harmless Luminart for claims, actions, losses, damages and
expenses, including costs and reasonable attorneys fees, arising
out of Xxxxxxxx'x negligence relating to any breach of this
Agreement.
(B) Luminart shall indemnify, defend, and hold
harmless Xxxxxxxx from and against all claims, actions, losses,
damages, and expenses, to include costs and reasonable attorneys
fees, arising out of Luminart's negligence or breach of this
Agreement, or otherwise relating to any of the services accepted
and approved by Luminart under this Agreement.
7. Force Majeure
(A) Either party shall be excused for any inability
to perform, or for a delay in performance, when the inability or
delay is due to any cause beyond its reasonable control,
including, but not limited to, an act of God, storm, flood,
earthquake, labor strike or other labor work stoppage, equipment
failure, rebellion, riot, sabotage, fire, explosion, or
government act or regulation.
(B) The affected party shall promptly notify the
other party of the occurrence of such a cause and specify its
reasonable efforts to remove the cause or its inability to
perform, or delay in performance, provided, however, the affected
party shall not be required to settle a labor dispute against its
own best judgment.
8. Headings
The headings appearing in this Agreement have been
inserted for the purposes of convenience and ready reference.
They do not purport to and shall not be deemed to define, limit
or extend the scope or intent of the provisions to which they
appertain.
9. Governing Law
This Agreement shall be governed and construed in
accordance with the laws of the State of California.
10. Waiver
The failure of either party at any time to enforce
any provision of this Agreement, to exercise its rights under any
provision, or to require a certain performance of any provision,
shall in no way be construed as a waiver of such provision, nor
in any way affect the validity of this Agreement or the right of
the party thereafter to enforce each and every provision.
11. Severability
If any provision of this Agreement shall be held
unenforceable or invalid, the remaining provisions shall continue
in force.
12. Assignment
Neither party shall assign its rights or obligations
under this Agreement without the prior written consent of the
other.
13. Arbitration
Any controversy or claim arising out of, or relating
to, this Agreement or a breach hereof shall be settled by
arbitration in accordance with the rules then obtained from the
American Arbitration Association.
14. Entire Agreement
This Agreement constitutes the entire understanding
between the parties and supersedes all other agreements between
the parties with respect to the subject matter of this Agreement.
There are no understandings, representations, or warranties of
any kind, express or implied, not expressly set forth in this
Agreement. No modification of this Agreement shall be effective
unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day, month, and year first above written.
WM. XXXXXXX XXXXXXXX
/s/ Wm Xxxxxxx Xxxxxxxx
Wm. Xxxxxxx Xxxxxxxx
LUMINART CORP.
/s/ Xxxxxx Case
Xxxxxx Case, Senior Vice President &
Secretary
WITNESS:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chief Financial Officer
