EXHIBIT 10.1
EMPLOYMENT AGREEMENT
BETWEEN
INTELLIGENT MOTOR CARS GROUP, INC.
AND
XXX X. XXXXXX
This Employment Agreement (Agreement) is made and executed this 1st day
of October, 2005 (the Effective Date), by and between Intelligent Motor Cars
Group, Inc. (IMTR or the "Company"), a Delaware corporation, having its
principal place of business at 000 Xxxx Xxxxxxxx Xxxx # X, Xxxxxxx Xxxx, XX
00000 and Xxx X. Wallis who resides at 0000 Xxxxx Xxxxxx Xxx., Xxxxx Xxxxxxxx
00000 ("Executive").
WHEREAS, IMTR desires Executive to be its new Chief Executive Officer,
and Chairman of the Board, and Executive desires to become the Chief Executive
Officer and Chairman of the Board of the Company.
WHEREAS, IMTR's sole officer and director is Xxxxxx Xxxxxx and he shall
remain as a director to serve on the Board of Directors.
WHEREAS, the IMTR Board has unanimously authorized the execution of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
made in this Agreement, the parties do hereby agree as follows:
1. EMPLOYMENT, RESPONSIBILITIES AND TERM.
(a) Position Responsibilities. IMTR agrees to and does hereby
engage and employ Executive as Chief Executive Officer of IMTR upon the
terms and conditions set forth herein and Executive accepts such offer
of employment. Executive will assume all customary responsibilities of
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Chief Executive Officer of the Company that include, but are not
limited to, business strategy, development, and seeking possible
acquisition candidates.
(a) Board of Directors. It is also understood and agreed that
Executive will serve as a Director of the Company, without additional
compensation, for the term of this Agreement as defined below. During the term
of this Agreement, the Board of Directors will take such actions as may be
required to appoint Executive as Chairman of the Board of Directors. Executive
may serve on the Board of Directors of companies not affiliated or that has
businesses or operations that conflict with IMTR, and may receive compensation
in connection therewith, if such Board position is approved in advance by the
Board of Directors of IMTR.
(c) Commitment. Executive agrees to discharge his duties
hereunder in accordance with the direction of the Board of Directors of IMTR and
to follow diligently and implement faithfully all management policies and
decisions communicated to him by the Board of Directors. During the employment
of Executive by IMTR, Executive shall devote his full and undivided time,
attention, energies and loyalty to the Company's business but the foregoing
shall not be construed to prevent Executive from making investments in other
businesses or enterprises or engaging in any other business activity that does
not interfere with Executive's duties under this Agreement, or conflict with his
obligations under Paragraph 9 hereof or otherwise represent a conflict of
interest with his duties to IMTR.
2. TERM AND RENEWAL. The term of Executive's employment hereunder
will be for a period commencing on the Effective Date and
continuing for a maximum period of one (1) year (the
Expiration Date), unless Executive's employment is earlier
terminated by either party pursuant to Paragraph 7 of this
Agreement. The Agreement will automatically be renewed for
another year if neither party provides the other with written
notice of termination no less than 30 days in advance.
3. COMPENSATION
(a) Issuance of Common Stock. To retain Executive and to
provide him with incentives to perform well for the Company and its
shareholders, the Company will issue Executive one hundred million
(100,000,000) shares of its restricted common stock (the "Shares")
within five (5) business days of the Effective Date.
(b) Fringe Benefits. As of the Effective Date, no fringe
benefits will be offered to the Executive. However, if at a later date
adequate funds become legally available, the Board will consider and
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approve a fringe benefit package similar to those received by CEO's of
comparable companies.
4. REIMBURSEMENT OF BUSINESS EXPENSES. The Company will promptly
reimburse Executive for all business expenses incurred by him
in connection with the business of the Company in accordance
with regular Company policy regarding the nature and amount of
expenses and the maintenance and submission of receipts and
records necessary for the Company to document them as proper
business expenses.
5. TERMINATION OF EMPLOYMENT AND THIS AGREEMENT.
(a) Termination for Cause. For the purposes hereof, Cause
shall mean any action by the Executive or any inaction by the
Executive which constitutes:
(i) fraud, embezzlement, misappropriation,
dishonesty or breach of trust;
(ii) a felony or moral turpitude;
(iii) a material breach or violation of any or all
of the covenants, agreements and obligations of the
Executive set forth in this Agreement, other than as
the result of the Executive's death or Disability (as
hereinafter defined);
(iv) a willful or knowing failure or refusal by
the Executive to perform any or all of his material
duties and responsibilities as an officer of the
Company, other than as the result of the Executive's
death or Disability; or
(v) gross negligence by the Executive in the
performance of any or all of his material duties and
responsibilities as an officer of the Company, other
than as a result of the Executive's death or
Disability;
provided, however, that if the basis for any termination of the Executive's
employment by the Company as set forth in the Termination Notice (as hereinafter
defined) delivered by the Company to the Executive is for any or all of the
definitions of Cause set forth in Sections 5.1(b)(iii), 5.1(b)(iv) or 5.1(b)(v)
of this Agreement, then, in such event, the Executive shall have fifteen (15)
days from and after the date of his receipt of such Termination Notice to
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present a reasonable plan to cure such action or inaction specified in the
Termination Notice, which plan may require more than fifteen (15) days to cure
the specified action or inaction, but such plan must be reasonably satisfactory
to the Company and the Executive must proceed diligently to effectuate such
plan.
(1) Disability shall mean any mental or physical illness,
condition, disability or incapacity that prevents the Executive from reasonably
discharging his duties and responsibilities as an officer of the Company. If any
disagreement or dispute shall arise between the Company and the Executive as to
whether the Executive suffers from any Disability, then, in such event, the
Executive shall submit to the physical or mental examination of a physician
licensed under the laws of the State of Florida, who is mutually agreeable to
the Company and the Executive, and such physician shall determine whether the
Executive suffers from any Disability. In the absence of fraud or bad faith, the
determination of such physician shall be final and binding upon the Company and
the Executive. The entire cost of such examination shall be paid for solely by
the Company.
(2) In the event of termination for death or Disability,
as defined herein, the Executive shall be entitled to retain the Shares issued.
(3) In the event of termination of the executive for
"Cause", the Executive shall return one-half of all Shares issued to the Company
and the Company shall have the absolute right to issue "stop payment"
instructions to its transfer agent on any and all Shares that have not been
returned to the Company within 15 days of the date of the Termination Notice,
unless cured as described in Paragraph 5(a) above.
(d) Termination for No Cause. In the event that the
Company terminates this Agreement prior to the Expiration Date for any reason
other than for Cause as defined herein, the Company shall be obligated to issue
to Executive 100,000,000 additional shares of its restricted common stock (the
"Termination Shares") within five (5) business days of such termination.
(c) Voluntary Termination by Executive. In the event that
Executive terminates this Agreement voluntarily prior to the Expiration Date,
the Executive shall return to the Company 8,333,333 Shares for each full month
remaining in the term of the Agreement commencing with the first full month
following the date of the written termination notice provided by the Executive
to the Board of Directors. By way of example, if the Executive's termination
notice is dated November 12, 2005, he will be obligated to return to the Company
8,333,333 Shares multiplied by the 10 months remaining in the Agreement, or
83,333,333 Shares.
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6. NO RESTRICTIONS ON EXECUTIVE'S EMPLOYMENT BY IMTR. Executive
represents as a condition of this Agreement that he is not under any
existing employment agreement, non-competition agreement or other
legally binding agreement which would prohibit or in any manner
restrict his employment hereunder with IMTR.
7. RESTRICTIONS ON COMPETITION.
(a) During Employment. In order to protect
IMTR's investment, which includes but is not limited to, time,
money, options and proprietary information, and in recognition
of the unique character of the Trade Secrets and other
Confidential Information which are the basis of IMTR's
business and future business opportunities, in recognition of
the worldwide geographic scope of IMTR's business and/or
potential business opportunities and Executive's contemplated
role, responsibilities and knowledge therefor, for the entire
period of Executive's employment by IMTR, Executive agrees
that he will not work as a consultant for or directly or
indirectly perform services anywhere in the world for himself
or any other person, firm or corporation in competition with
IMTR. A business in competition with IMTR includes any
business activity engaged in by IMTR and/or being actively
investigated or contemplated by IMTR during the period of
Executive's employment by IMTR.
(b) Executive agrees and acknowledges that the
restrictions on competition contained herein including their
geographic and product scope are necessary and reasonable to
protect the interests of IMTR and that the Company's Trade
Secrets and other Confidential Information of which he will
become acquainted, if used anywhere in the world during the
period in which he has agreed not to use them or to disclose
them would cause IMTR serious and irreparable damage and harm.
Executive represents and admits that upon the termination of
his employment with IMTR, his experience and capabilities are
such that he can obtain employment engaged in other lines of
endeavor and that the enforcement of this Agreement would not
prevent him from earning a livelihood.
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8. ACKNOWLEDGMENTS.
(a) It is understood and contemplated by the
parties that if the obligations undertaken herein in Paragraph
7 is breached in any way, irreparable harm to the Company
should be presumed. Damages might be difficult if not
impossible to ascertain, and the faithful observance of the
terms of this Agreement during and after termination of
Executive's employment is an essential condition to his
employment with the Company. In light of these considerations,
Executive agrees that a court of competent jurisdiction may
immediately enjoin any breach or threatened breach of
Paragraph 7 to this Agreement, without waiver of any other
rights and remedies which the Company may have at law.
(b) The obligations undertaken in Paragraph 7 of
this Agreement survive the termination of Executive's
employment hereunder for the period specified in each such
Paragraph and the termination of this Agreement, regardless of
the reason therefor.
(c) The obligations of IMTR to Executive and the
executive to IMTR following termination of Executive's
employment shall survive the termination of this Agreement
until satisfied in accordance with the terms thereof or
otherwise provided in this Agreement.
(d) The rights of each party under this
Agreement are in addition to any other rights or remedies
either may have in law or in equity in the event either party
breaches this Agreement, all of which rights and remedies are
preserved in full.
9. CONSTRUCTION OF AGREEMENT.
(a) It is the intention of the parties to this
Agreement that any construction of this Agreement or Paragraph
thereof shall be in favor of its legality and enforceability
and that any construction causing illegality or
unenforceability should yield to a construction favoring
legality and enforceability. Further, the parties agree that
should any portion of this Agreement be judicially held
invalid, unenforceable or void, such holding shall not have
the effect of invalidating or voiding any remaining portion of
this Agreement not so declared and that any portion held to be
invalid, unenforceable or void shall, if possible, be deemed
amended or reduced in scope, otherwise to be stricken from
this Agreement, but only to the extent required for purposes
of maintaining the legality, validity and enforceability of
this Agreement and all portions thereof in the jurisdiction so
holding.
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(b) It is understood that use of the word and
herein included the disjunctive as well as its injunctive
meaning whenever such meaning would broaden the protection to
the Company in the context in which it is used.
10. NO WAIVER. No waiver of any breach of this Agreement may be
construed or deemed as a waiver of any succeeding breach of
this Agreement.
11. PERSONAL SERVICES. It is understood and contemplated that this
Agreement provides for personal services of Executive to the
Company.
12. NO INTERFERENCE. For two (2) years following the termination
of Executive's employment hereunder, regardless of the reason
therefor, Executive will not intentionally disrupt or attempt
to disrupt the Company's business relationship with its
customers or suppliers, nor solicit any of the Company's
employees to terminate their employment with IMTR.
13. CERTIFICATION BY EMPLOYEE. Executive certifies that he has
received a copy of this Agreement for review and study before
being asked to execute it, that he has read this Agreement
carefully, that he has had a sufficient opportunity before
executing this Agreement to ask questions about it and to
receive answers to any such questions and that he understands
the obligations and rights provided hereunder.
14. ENTIRE AGREEMENT. This Agreement hereto supersedes any and all
other agreements, both oral and in writing, between the
parties hereto with respect to the employment and terms and
conditions thereof of Executive by IMTR, and it contains all
of the parties' representations, covenants and agreements with
respect to such matters. The terms of this Agreement may not
be changed orally but only by a subsequent writing signed by
the party against whom enforcement of such modification is
sought.
15. CAPTIONS. Paragraph captions used herein are for convenience
of reference only and shall not change the meaning of the
terms of this Agreement.
a. Successors and Assigns. The terms of this
Agreement shall inure to the benefit of any
successors and assigns of the Company.
b. Governing Law and Venue. This Agreement
shall be construed and governed in accordance with
the laws of the State of Oklahoma. The parties agree
venue shall be proper solely in the state and federal
courts in Tulsa County, State of Oklahoma.
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16. Corporate Authority. The Company represents and
warrants that this Agreement including the issuance of the
Share Grant (i) has been duly authorized, executed and
delivered by the Company, (ii) constitutes a legal, valid and
binding obligation of the Company enforceable in accordance
with its terms, and (iii) does not conflict with or result in
a violation of the Company's Certificate of Incorporation,
By-laws, or any contract, agreement or instrument to which the
Company is a party or is otherwise bound.
17. Advice of Counsel. The parties to this Agreement have the
opportunity to seek advice of counsel prior to executing this
Agreement.
18. Jointly Prepared. As this document is the result of extensive
negotiation by the parties, it shall be deemed to be jointly
written and prepared by the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal on the date hereof, to be effective as of the Effective Date.
XXX X. XXXXXX:
/s/ Xxx X. Wallis
-----------------
(an individual)
INTELLIGENT MOTOR CARS GROUP, INC.:
By:/s/ Xxxxxx Xxxxxx
-----------------
XXXXXX XXXXXX, CEO & Director
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