EMPLOYMENT AGREEMENT
Agreement made this 01st day of August, 1999 between Advanced Materials
Group, Inc., a Nevada corporation (the "Company") and Xxxxx Xxxxxxx Xxxxxx,
Huntington Beach, California ("Employee").
WITNESSETH:
WHEREAS, the parties acknowledge that Employee has abilities and expertise
that are unique and valuable to the Company; and
WHEREAS, in view of such abilities and expertise, the Company desires to
retain Employee as Vice President/Chief Financial Officer; and
WHEREAS, the Company and Employee have determined that such engagement of
Employee be subject to a mutually acceptable written agreement;
NOW THEREFORE, in consideration of the mutual agreements contained herein and
intending to be legally bound, the parties hereto agree as follows:
1. SERVICES
(a) The Company hereby employs Employee and Employee hereby accepts such
employment on the terms and conditions set forth herein. In this
regard, Employee shall perform and discharge well and faithfully the
duties and responsibilities that are commensurate with his position.
(b) Employee is not and shall not be engaged directly or indirectly in
any other business activity, or previously have contracted to
perform such activity at a future date which would prevent the
performance of the obligations hereunder or involve activities which
would result in a breach of any provision of the Agreement.
2. TERM
(a) The term of this Agreement shall begin on the date hereof and shall
cease and terminate upon the earliest of (i) the close of business on
the 1st day of August 2000, (ii) the death of Employee; (iii)
termination by the Company, at its option, for "cause" as defined in
subdivision (b) of this Section 2; or (iv) termination by mutual
agreement between the parties.
(b) As used in this Section, "cause" shall mean and be limited to gross
negligence or willful misconduct of Employee in the performance of
his duties, or conviction of a felony or a crime involving moral
turpitude.
(c) In the event of a permanent disability, the contract will remain in
effect until the start of long-term disability insurance coverage
(3 months).
3. COMPENSATION
(a) The Company shall pay to Employee a base salary of $110,000 per
year, payable in weekly installments.
(b) During the term of his employment, Employee shall be entitled to
participate in employee benefit plans or programs of the Company, if
any, to the extent his position, tenure, salary, age, health and
other qualifications makes him eligible to participate, subject to
the rules and regulations applicable thereto, which plans or programs
will include, without limitation, health insurance benefits,
performance-based options, an appropriate automobile allowance, and
bonus programs, consistent with the reasonable past practices of the
Company.
(c) The Company reserves the right to increase the compensation of the
Employee, specified in this instrument, at any time or times
hereafter and no such increase or adjustment shall operate as a
cancellation of this Agreement, but merely as an amendment to Section
3, and all the other terms, provision, and conditions of this
Agreement shall continue in force and effect as herein provided.
(d) The Company will review this contract for consideration of a one (1)
year extension when contract is 60 days from expiration.
4. EXPENSES
The Company will reimburse Employee for direct out-of-pocket expenses
properly incurred by him in his performance of this Agreement and
provided that a written accounting is made to the Company by
Employee.
5. CONFIDENTIALITY AND NON-COMPETITION
(a) Employee acknowledges that as a consequence of his relationship with
the Company, he has been and will continue to be given access to
confidential information which may include the following types
information: financial statements and related financial information
with respect to the Company, trade secrets, computer programs,
certain methods of operation, procedures, improvements, systems,
customer lists, supplier lists and specifications, and other private
and confidential materials concerning the Company's business
(collectively, "Confidential Information"). Employee agrees that he
shall maintain any Confidential Information in strictest confidence
and shall not disclose any Confidential information to third parties
during the terms of this agreement and after the termination hereof,
however such termination shall occur, unless previously approved by
the President or Chairman of AMG in writing.
Notwithstanding the foregoing, nothing herein shall be construed as
prohibiting Employee from disclosing any Confidential Information
(a) which, at the time of disclosure, Employee can demonstrate either
was in the public domain and generally available to the public or
thereafter became a part of the public domain and generally available
to the public by publication or otherwise through no act of the
Employee; (b) which Employee can establish was independently developed
by a third party who developed it without the use of the Confidential
Information and who did not acquire it directly or indirectly from
Employee under an obligation of confidence; (c) which Employee can
show was received by him after the termination of this Agreement from
a third party who did not acquire it directly or indirectly from the
Company under an obligation of confidence; or (d) to the extent that
Employee can reasonable demonstrate such disclosure is required by law
or in any legal proceeding, governmental investigation, or other
similar proceeding.
(b) Employee covenants and agrees that, in order to protect the company's
interest in its business, operations and assets during the term of
this Agreement and for a period of one (1) year following the
termination of this Agreement, however the same shall occur, he will
not, without prior written consent of the Company, directly or
indirectly:
(i) engage anywhere in the United States, whether by virtue of
stock ownership, management responsibilities or otherwise,
in companies, business, organizations and/or ventures which
are directly or indirectly competitive with the business of
the Company as presently conducted or contemplated (the
"Business"); or
(ii) become interested, directly or indirectly, whether as
principal, owner, stockholder, partner, agent, officer,
director, employee, salesman, joint venture, consultant,
advisor, independent contractor or otherwise, in any person,
firm, partnership, association, venture, corporation or
entity engaging anywhere in the United State in the Business
or directly or indirectly in competition with the Company.
6. INVENTIONS
(a) Employee hereby sells, transfers and assigns to the Company, or to any
person or entity designated by the Company, all of the entire right,
title and interest of Employee in and to all inventions, ideas,
disclosures and improvements, whether patented or unpatented, and
copyrightable materials, made or conceived by Employee, solely or
jointly, or in whole or in part, during or before the term hereof
which (i) relate to methods, apparatus, designs, products, processes
or devices sold, leased, used or under construction or development by
the Company, or (ii) otherwise relate, pertain or are useful to the
business, functions or operations of the Company as presently
conducted or to be conducted by the company, or (iii) arise (wholly
or partly) from the efforts of the Employee since the 20th day of
February 1996 or otherwise during the term hereof.
(b) Employee shall communicate promptly and disclose to the Company, in
such form as the Company requested, all information, details and data
pertaining to the aforementioned inventions, ideas, disclosures and
improvements; and whether during the term hereof or thereafter,
Employee shall execute and deliver to the company such formal
transfers and assignments and such other papers and documents as may
be required of the Employee to permit the company or any person or
entity designated by the Company to file and prosecute the patent
applications and, as to copyrightable material, to obtain copyright
thereon. Any invention by Employee within one year following the
termination of this Agreement shall be deemed to fall within the
provisions of this paragraph unless proved by Employee to have been
first conceived and made following such termination.
7. NO WAIVER
The failure of any party to insist upon the strict performance of any
of the terms, conditions or provisions of this Agreement shall not be
construed as a waiver or relinquishment of future compliance
therewith, and said terms, conditions and provisions shall remain in
full force and effect. No interpretation, changes, modifications,
terminations or waivers of any of the provisions of this Agreement
shall be binding upon the Company or Employee unless in writing and
signed by the person to be bound.
8. RIGHTS, OBLIGATIONS AND ASSIGNMENT
The rights and obligations of the Company under this Agreement shall
inure to the benefit of, and shall be binding upon, its successors and
assigns. The duties of Employee to any such successor entity shall not
be greater than duties performed for the Company prior to such
succession. Employee is prohibited from making any assignment of this
Agreement.
9. ENTIRE AGREEMENT
This Agreement and the exhibits hereto embody the entire understanding
between the parties hereto pertaining to the subject matter hereto and
supersedes all prior agreements and understanding of the parties in
connection therewith.
10. SEVERABILITY
If any of the provisions of this Agreement shall for any reason be
adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate
the remainder of this Agreement, but shall be confined in its
operations to the provision of this
Agreement directly involved in the controversy in which such judgment shall
have been rendered.
11. NOTICE
Notices, other communications or deliveries required or permitted under
this Agreement shall be in writing directed as follows:
(a) TO THE COMPANY AT:
Advanced Materials Group, Inc.
00000 Xxxxx Xxxxxx Xxxx
Xxxxxx Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
(b) TO EMPLOYEE:
Xxxx Xxxxxx
0000 Xxxxxx Xxx
Xxxxxxxxxx Xxxxx, XX 00000
WITH A COPY TO:
None
The parties may designate by notice to each other any new address
for the purpose of this Agreement. Unless otherwise specified in this
Agreement, all notices shall be effective when mailed postage
prepaid by registered or certified mail, return receipt requested.
12. APPLICABLE LAW
This Agreement shall be enforced and construed in accordance with
the laws of the State of California.
13. DISPUTES
In the event any party brings legal proceedings to resolve a dispute
hereunder, the prevailing party shall have the right to recover
reasonable attorneys' fees and costs from the other. The term
"legal proceedings" shall include appeals from the lower court
judgment.
14. PAYMENT ON TERMINATION
If the Company terminates this Agreement other than for cause as
defined in Section 2(b) of this Agreement, it shall pay Employee
an amount equal to the amount set forth in Section 3(a) as an annual
base salary divided by twelve and multiplied by the number of months
remaining until the 1st day of August, 2000.
15. HEADINGS
The captions and headings contained in this Employment Agreement are
for reference purposes only and shall not affect the interpretation
or meaning of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of
the date and year first above written.
ADVANCED MATERIALS GROUP, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
EMPLOYEE
By: /s/ Xxxxx Xxxxxxx Xxxxxx
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Xxxxx Xxxxxxx Xxxxxx
