EMPLOYMENT AGREEMENT
Exhibit
10.6
Employment
Agreement, between Ear1yDETECT Inc, (the "Company") and Xxxxxxx Xxxxxxx (the
"Employee").
1. For
good
consideration, the Company employs the Employee on the following
terms and conditions.
2. Term
of
Employment: Subject to the provisions for termination set forth below this
agreement will begin on July 1, 2005 and continue through
August 31, 2009.
3. Salary:
The Company shall pay Employee a salary of $120,000 per year,
for
the services of the Employee, payable at regular payroll periods.
Salary will be paid monthly. Accrued but unpaid Salary shall be
paid
immediately upon the Completed Capital Raise.
Officer
loans or expenses
shall be deducted from Deferred Salary before Deferred Salary is
paid.
The salary shall be upwardly adjusted for inflation based on increases in the
Consumer Price Index for allconsumers,
Los Angeles, Orange
County, Riverside County metropolitan area, using September 1, 2004
as a
base, unless sooner terminated.
Options:
Employee is entitled to purchase up to 25,000 common shares
annually, at the price of $5.00 per share, with a five
year
option
to
exercise those options.
4. Duties
and Position:
The Company hires
the
Employee in the capacity of Chief Financial Officer. The Employee's duties
may
be reasonably modified at the Company's direction
from
time
to time.
5. Reimbursement
of Expenses: The Employee may incur reasonable expenses for furthering the
Company's business, including expenses for entertainment, travel, and similar
items. The Company shall reimburse Employee for all business expenses after
the
Employee presents an itemized account of expenditures, pursuant to Company
policy.
6. Vacation:
The Employee shall be entitled to a yearly vacation of
three
weeks at full pay.
7. Disability:
If
Employee cannot perform the duties because of illness
or incapacity for a period of more than twenty two weeks, the compensation
otherwise due during said illness or incapacity will be reduced by 50 (fifty)
percent. The Employee's full compensation will be reinstated
upon return to work. However, if the Employeeis
absent
from work
for
any reason for a continuous period of over sixmonths,
the Company may terminate the Employee's employment, and the Company's
obligations under this agreement will cease on that date.
8. Death
Benefit: Should
Employee die during the term of employment,
the Company shall pay to Employee's estate any compensation due
through the end of the month in which death occurred.
9. Restriction
on Post
Employment Competition: For a period of 3 (three)
years after the end of employment, the Employee shall not control, consult
to or
be employed byany
business similar to that conducted
by the Company, either by
soliciting any
of
its accounts or by operating within Employer's general trading
area.
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10. Assistance
in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it
is, or
may become, a party either during or after employment.
11. Effect
of
Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to reduce
any
benefit or compensation inuring to the Employee of a kind elsewhere provided
and
not expressly provided in this agreement.
12. Settlement
by Arbitration: Any claim or controversy that arises
out of or relates to this agreement, or the breach of it, shall be
settled by arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered
in any court with jurisdiction.
13. Limited
Effect of Waiver by Company.
Should Company waive breach
of
any provision of this agreement by the Employee, that waiver will not cperate
or
be construed as a waiver of further breach by the Employee.
14. Severability:
If, for any reason, any provision of this agreement
is held invalid, all other provisions of this agreement shall remain in effect.
If this agreement is held invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or any predecessor
thereof) and the Employee shall be
deemed
reinstated as if this agreement had not been executed.
15. Assumption
of Agreement by Company's Successors and Assignees: The Company's rights and
obligations under this agreement will inure to the benefit and be binding upon
the Company's successors and assignees.
16. Oral
Modifications Not Binding: This instrument is the entire agreement
of the Company and the Employee. Oral changes shall have no effect. It may
be
altered only by a written agreement signed by the party against whom enforcement
of any waiver, change, modification, extension,
or discharge is sought.
Signed
this 1 day of July 1, 2005.
| /s/ Xxxxxxx Xxxxxxx | /s/ Xxxxxxx Xxxxxxx |
| Ear1yDETECT, Xxxxxxx Xxxxxxx, CEO |
Xxxxxxx Xxxxxxx Employee
|
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