EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made this 8th day of June, 1999, between JORE
CORPORATION, a Montana corporation (the "Company"), and XXXXXXX X. XXXX
("Employee").
1. EMPLOYMENT. Beginning on the Effective Date (as defined in Section
7), the Company will employ Employee, and Employee will accept employment by
the Company, as Chief Executive Officer.
2. DUTIES. Employee's primary duties will consist of those as may be
determined by the Board of Directors.
3. TIME OBLIGATIONS; OTHER EMPLOYMENT. Employee will devote the time
and efforts to the Company's business as is consistent with the position of
Chief Executive Officer.
4. TERM OF EMPLOYMENT. Employee will be employed by the Company until
the date which is five (5) years from the Effective Date hereof.
5. COMPENSATION. For all services rendered by Employee under this
Agreement, the Company will pay Employee as follows from the Effective Date
hereof.
5.1 BASE SALARY. A base salary of Two Hundred Fifty Thousand
Dollars ($250,000).
5.2 BENEFITS. Employee shall be entitled to all fringe benefits
offered generally to the Company's senior managers and any other benefit
plans established by the Company, subject to the rules and regulations in
effect regarding participation in such benefit plans. In addition, Employee
shall be entitled to disability insurance coverage at his election, to
various club memberships to be paid for by the Company, and the provision of
a company paid automobile, together with all automobile expenses.
6. NONCOMPETITION AND CONFIDENTIALITY.
6.1 During the term of Employee's employment with the Company and
for a period of one year thereafter, Employee will not, directly or
indirectly, be employed by, own, manage, operate, join, control, or
participate in the ownership, management, operation or control of or be
connected in any manner with the business of manufacturing or distributing of
tool accessories, or any other product lines which the Company includes in
its markets during the course of Employee's employment hereunder. Employee
will be deemed to be connected with a business if such business is carried on
by a partnership in which he is a general or limited partner, consultant or
employee, or a corporation or association of which he is a shareholder,
EMPLOYMENT AGREEMENT PAGE 1
officer, director, employee, member, consultant or agent; provided, that
nothing herein shall prevent the purchase of ownership by Employee of shares
of less than 1% of the outstanding shares in a publicly or privately held
company.
6.2 Commencing as of the date of this Agreement and continuing
until one year after the termination of Employee's employment with the
Company, Employee shall not solicit the employment of personnel employed
by the Company or by any direct or indirect parent or subsidiary of the
Company during the period of Employee's employment by the Company.
6.3 Employee agrees that, commencing as of the date of this
Agreement and thereafter, he will not, except to the Company, its
subsidiaries, and affiliates, or as required under Securities laws,
communicate or divulge to any person, firm or corporation, either directly or
indirectly, any confidential or proprietary information relating to the
business, customers and suppliers or other affairs of the Company, its
parents, subsidiaries, and their affiliates. Without limiting the foregoing,
all information concerning procedures and strategy of the Company, its
subsidiaries and parents shall be deemed confidential and proprietary
information.
7. TERM AND TERMINATION.
7.1 This Agreement is effective on June 1, 1999 (the "Effective
Date"). Unless otherwise terminated as provided in this Section 7, the term
of Employee's employment shall expire five (5) years from the Effective Date
hereof.
7.2 This Agreement shall be terminated upon the following:
(a) Death of Employee.
8. NOTICE. All notices and requests in connection with this Agreement
shall be in writing and may be given by personal delivery, registered or
certified mail, return receipt requested, telegram, or any other customary
means of communications addressed as follows:
Employee: Xxxxxxx X. Xxxx
Jore Corporation
00000 Xxxxxxx 00 Xxxxx
Xxxxx, XX 00000
Company: Jore Corporation
00000 Xxxxxxx 00 Xxxxx
Xxxxx, XX 00000
EMPLOYMENT AGREEMENT PAGE 2
or to such other address as the party to receive the notice or request shall
designate by written notice to the other. The effective date of any notice or
request shall be 5 days from the date which it is sent by registered or
certified mail, or when delivered to a telegraph company, properly addressed
as above with charges prepaid, or when personally delivered.
9. ASSIGNMENT.
9.1 Except as provided in Section 9.2 hereof, the rights of either
party shall not be assigned or transferred either voluntarily or by operation
of law without the other party's consent, nor shall the duties of either
party be delegated in whole or in part either voluntarily or by operation of
law without the other party's consent. Any unauthorized assignment, transfer
or delegation shall be of no force or effect.
9.2 Notwithstanding Section 9.1 hereof, the Company may assign
or delegate all or any part of its rights or obligations under this Agreement
to a direct or indirect subsidiary or parent or by merger, consolidation,
sale or transfer of all or substantially all of the Company's assets,
provided any resulting assignee or transferee succeeds to the obligations of
the Company hereunder, and provided that at least eighty percent (80%) of the
ultimate ownership of such assignee or transferee immediately after such
transfer or assignment is held or owned, directly or indirectly, by the same
parties owning or holding immediately prior to the transfer or assignment. All
references to the Company shall include any permitted assignee or successor
to the Company.
10. PRIOR OBLIGATIONS. Employee represents and warrants to the Company
that he may enter into this Agreement and perform his obligations hereunder
without violating any contractual commitment to any other person, and
covenants that in the performance of his duties under this Agreement he will
not use or divulge any information to any person he is lawfully required to
maintain in confidence.
11. PREPARATION OF AGREEMENT. Employee acknowledges that this Agreement
was prepared by attorneys representing the Company. This Agreement will have
tax consequences to Employee. Employee has been advised to consult with an
attorney and tax advisor of his choice before entering into this Agreement
and he has done so. Employee acknowledges that he has not relied upon any
legal or tax advice of the Company's attorneys in connection with this
Agreement.
12. MISCELLANEOUS.
12.1 WAIVER. No waiver of any of the provisions of this Agreement
shall be valid unless in writing, signed by the party against whom such
waiver is sought to be enforced, nor shall failure to enforce any right
hereunder constitute a continuing waiver of the same or a waiver of any other
right hereunder.
EMPLOYMENT AGREEMENT PAGE 3
12.2 AMENDMENTS. All amendments to this Agreement shall be made
in writing, signed by the parties, and no oral amendment shall be binding on
the parties.
12.3 INTEGRATION. This Agreement constitutes the entire agreement
between the parties relating to the subject matter hereof and supersedes and
cancels all other prior agreements and understandings of the parties in
connection with such subject matter.
12.4 SEVERABILITY. The unenforceability or invalidity of any
provision or provisions of this Agreement shall not render any other provision
or provisions hereof unenforceable or invalid. If any one or more of the
provisions of this Agreement shall for any reason be excessively broad as to
duration, scope, activity or subject, it shall be construed by reducing such
provision, so as to be enforceable to the extent compatible with applicable
law.
12.5 HEADINGS. The headings or titles of this Agreement are for
the purpose of reference only and shall not in any way affect the
interpretation or construction of this Agreement.
12.6 GOVERNING LAW. This Agreement will be governed by the laws
of the State of Montana applicable to agreements between Montana residents to
be performed within the state of Montana.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY
JORE CORPORATION
By: /s/ [ILLEGIBLE]
-----------------------------
Its: Executive Vice President
EMPLOYEE
/s/ Xxxxxxx X. Xxxx
-----------------------------
XXXXXXX X. XXXX
EMPLOYMENT AGREEMENT PAGE 4
