EXHIBIT 10.3
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EMPLOYMENT AGREEMENT
Employment Agreement, dated as of February 1, 1995, by and
between ARISTO INTERNATIONAL CORPORATION, a New York corporation having an
address at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called
"Company"), and XXXXXX XXXXX, an individual residing at 00 Xxxxxx Xxxxx, Xxxxx
Xxxxx, Xxx Xxxx 00000 (hereinafter called "Employee").
W I T N E S S E T H:
WHEREAS, Company desires to employ Employee upon the terms and
conditions stated herein; and
WHEREAS, Employee desires to employed by Company upon the
terms and conditions stated herein.
NOW, THEREFORE, in consideration of the mutual covenants,
conditions and premises contained herein, the parties hereby agree as follows:
1. EMPLOYMENT. Company hereby employs Employee for the
period beginning on the date (the "Commencement Date") of a Qualifying Public
Offering (as hereinafter defined) and ending five (5) years after the
Commencement Date, unless earlier terminated pursuant hereto (such period
hereinafter called the "Employment Period"). Qualifying Public Offering" shall
mean (i) the consummation of (A) a proposed merger between Company and The
Astro-Stream Corporation ("Astro-Stream") or (B) a transaction that would result
in Company's shareholders owning shares of Astro-Stream or (ii) any other
transaction which results in
Company becoming a public company or Company's shareholders owning shares of a
public company.
2. DUTIES. Subject to the direction of the Board of
Directors of Company, Employee shall be employed as Chief Executive officer and
President of Company. Employee shall only be required to render his services
within the New York metropolitan area.
3. TIME. Employee agrees that he will devote substantially
all of his time and attention' during regular business hours to the business and
affairs of Company.
4. COMPENSATION.
(a) For all services performed by Employee for
Company during the Employment Period, Company will pay Employee, in
accordance with the normal pay practice of the Company, an annual salary of
$350,000 during the term of this Agreement. 'Contract Year' shall mean the
initial twelve (12) month period beginning on the date hereof and each
subsequent twelve (12) month period during the term of this Agreement
(b) Employee shall be entitled to participate in
the health, retirement, profit sharing, insurance or similar benefits, if
any, 'Which Company provides, or in the future will provide, to its
executive employees. (c) Employee shall also on the Commencement Date and
on each of the next four anniversaries thereof receive stock options to
purchase 40,000 shares of the Company's Common Stock .
5. REIMBURSEMENT OF EXPENSES. Employee shall be reimbursed
for his reasonable expenses directly related to the business of Company, which
reimbursement shall be in accordance with Company's then regular procedures and
upon presentation of evidence
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satisfactory to Company that such expenses were in fact incurred and either paid
or are then presently due and owing.
6. VACATION. Employee shall be entitled to six (6) weeks
vacation each year during the Employment Period.
7. DISABILITY; DEATH. In the event Employee shall, because
of illness or incapacity, physical or mental, be unable to perform substantially
all of his duties hereunder for a period of sixteen (16) consecutive weeks, or
for noncontinuous periods aggregating more than twenty-six (26) weeks in any
twelve (12) month period, Company may, at any time thereafter while-such
disability continues, terminate this Agreement by notice thereof to Employee
specifying the termination date. This Agreement shall terminate upon the death
of Employee. Upon termination in accordance with this Section 7, Company shall
pay to Employee his salary pursuant to Section 4(a) to the end of the month
during which termination occurs.
8. TERMINATION.
This Agreement may be terminated by Company for "Cause" (as
hereinafter defined) at any time immediately upon notice to Employee. The term
"Cause" shall mean any:
(i) conviction for act of fraud, dishonesty or illegality
performed in his capacity as an employee of Company;
(ii) material breach by Employee of a material provision of this
Agreement, which breach is not cured within-thirty (30) days
after written notice thereof by Company to Employee; or
(iii) willful refusal to obey any lawful order of the Board of
Directors of Company; provided, however, that such order
shall be in keeping with Employee's services set forth under
Section 2 of this Agreement.
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Upon termination in accordance with this Section 8, Employee
shall not be entitled to any compensation for the period subsequent to such
termination.
9. NON-SOLICITATION; CONFIDENTIALITY; NON-COMPETE.
(a) Employee agrees that he will not, for a period
of one (1) year following termination of this Agreement, employ, associate in
any business relationship with, endeavor to entice away from Company or
otherwise interfere with any officer of or consultant to Company during the
twelve (12) month period preceding such termination.
(b) Employee shall not, directly or indirectly, at
any time during the term of this Agreement or thereafter, reveal, divulge, or
make known to any person or entity, or use for Employee's personal benefit, any
information with respect to the patents or know-how of Company or information
acquired during the course of his employment hereunder with regard to the
financial, business or of the affairs of Company or of any customer or potential
customer of Company other than material already in the public domain. Employee
shall, at any time requested by Company (either during or after the term of this
Agreement), promptly deliver to Company all memoranda, notes, reports, lists,
drawings, diagrams, tapes, discs and documents (and all copies thereof) relating
to the business of Company which he may then possess or have under his control.
(c) From the date hereof and for a period of one
(1) year from the date of the termination of this Agreement, Employee shall not
engage in or have any interest in, directly or indirectly, any business which is
competitive with the business conducted by Company at the date of termination of
this Agreement.
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10. REMEDIES, DAMAGES.
(a) Employee agrees that violation of Section 9
would cause irreparable injury to Company for which the remedy at law would be
inadequate, and that Company shall be entitled in any court of law or equity or
in any arbitration proceeding in accordance with this Section 10, whichever
forum is designated by Company, to preliminary, permanent and other injunctive
relief against any breach of the provisions contained in Section 9 and such
punitive and compensatory damages as shall be awarded.
11. REPRESENTATION BY EMPLOYEE. Employee represents and
warrants that he is free to enter into this Agreement and to perform his duties
hereunder.
12. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement
between Employee and Company with respect to the subject matter hereof,
supersedes all prior agreements or understandings among the parties hereto and
may not be modified, amended or terminated except by a written agreement signed
by all of the parties hereto.
(b) No waiver of any breach or default hereunder
shall be considered valid unless in writing, and no such waiver shall be deemed
a waiver of any subsequent breach or default of the same or similar nature.
(c) If any provision of this Agreement shall be
held invalid or unenforceable, such invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable provision
were not contained herein.
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(d) The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.
(e) This Agreement shall be governed by the laws of
the State of New York (without giving effect to principles of conflicts of law).
The parties hereto agree that the Supreme Court of the State of New York for the
County of New York or, if it has or can acquire jurisdiction, the United States
District Court for the Southern District of New York shall have personal
jurisdiction and proper venue over any dispute between Company and Employee.
(f) Any notice, process or other communication to
be given hereunder shall be in writing and delivered personally or sent by
certified or registered mail, postage prepaid, to Company at its principal
business address, and if to Employee, addressed to Employee at Employee's
address as it first appears this Agreement, or to such other address as any
party may have furnished to the others in writing. Unless otherwise provided in
this Agreement, notice given pursuant to this section shall be deemed given as
of the date of its mailing. Any notice, process or other communication hereunder
may be given by counsel to Company or Employee, as the case may be. A copy of
any notice, process or other communication hereunder shall be given to Company
and Employee.
(g) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above mentioned.
EMPLOYEE:
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Xxxxxx Xxxxx
COMPANY:
ARISTO INTERNATIONAL CORPORATION
By:____________________________________
Name:
Title:
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Xxxxxx Xxxxxxxx, Director
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