EXHIBIT NO. 10(II)(A)
Employment Agreement
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective this 26th
day of August, 1999, by and between AR Associates, Inc., a Nevada corporation
("Employer"), and Xxxx Xxx Xxxxx, an individual ("Employee").
Premises
WHEREAS, the Employer desires to compensate the Employee for the
services he has and continues to render to the Employer; and
WHEREAS, the Employee has the requisite skills and experience to
effectively manage the Employer's operations and desires to enter into a written
agreement to formalize his services to the Employer.
Agreement
NOW THEREFORE, with the above provisions incorporated herein by this
reference, in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder and other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, the
parties hereto mutually agree as follows:
1. Employment. The Employer employs the Employee and the Employee
accepts employment as the President of Employer upon the terms and conditions
set forth in this Agreement.
2. Term. The term of this Agreement commenced on March 17, 1999, and
shall continue for so long as Employee continues to serve as the Company's
President and one of its directors. If there is no written agreement for
additional term then the employment will continue on a month to month basis
subject to termination by either party upon thirty (30) days written notice to
the other party.
3. Compensation. Employer agrees to compensate the Employee in the
amount of US$150.00 for each hour that Employee has served and does hereafter
serve as the President and a director of the Employer. Employee acknowledges
Employer's current inability to tender such compensation although Employer
hereby undertakes to compensate Employer at its earliest ability.
4. Duties. During the term of this Agreement, Employee shall initially
serve as the President of the Employer. Employee shall perform the tasks and
have the rights, powers and obligations normally associated with the office of
President. Employee agrees to serve in such offices or positions with Employer
that Employer's board of directors ("Board of Directors") shall reasonably
request.
5. Extent of Services/Conduct. The Employee may perform services for
other organizations and volunteer for one or more charitable organizations
provided that, in the reasonable judgement of the Board of Directors, such
services do not interfere and are not inconsistent with the Employee's duties
and obligations under this Agreement. The Employee pledges his careful avoidance
of all personal acts, habits, usages, and statements which might injure, in any
way, directly or indirectly, the personal or business reputation of the
Employer.
6. Non-Disclosure of Information. In further consideration of
employment and the continuation of employment by Employer, Employee will not,
directly or indirectly, during or after the term of employment disclose to any
person not authorized by Employer to receive or use such information, except,
for the sole benefit of Employer, any of Employer's confidential or proprietary
data, information, or techniques, or give to any person not authorized by
Employer to receive it any information that is not generally known to anyone
other than Employer or that is designated by Employer as "Limited," "Private,"
or "Confidential," or similarly designated.
7. Expenses. The Employee may incur reasonable expenses for promoting
the Employer's business, including reasonable expenses for entertainment,
travel, and similar items. The Employer will reimburse the Employee for all such
reasonable expenses upon the Employee's periodic presentation of an itemized
account of such expenditures, providing that expenses in excess of $500 shall be
approved by the Board of Directors.
8. Termination for Cause. The Employer may terminate this Agreement for
cause at any time. For purposes of this Agreement, the term "cause" includes,
without limitation, the Employee's (a) neglect or intentional disregard of
duties, (b) unauthorized disclosure of confidences of the Employer, (c)
conviction of felony or any crime involving moral turpitude by a court of
competent jurisdiction, (d) willful misconduct, (e) excessive use of alcohol on
repeated occasions or addiction to narcotics, (f) breach of this Agreement, or
(g) dishonesty.
9. Termination Upon Sale of Business. Employer may terminate this
Agreement upon thirty (30) days written notice to the Employee upon the
happening of any of the following events:
a) The sale, by the Employer, of substantially all of its assets to a
single purchaser or group of associated purchasers;
b) The sale, exchange, or other disposition to a single entity or group
of entities under common control in one transaction or series of
related transactions of greater than fifty percent (50%) of the
outstanding shares of the Employer's common stock;
c) A decision by Employer to terminate its business and liquidate its
assets; or
d) The merger or consolidation of the Employer in a transaction in
which the shareholders of the Employer receive less than fifty percent
(50%) of the outstanding voting shares of the new or continuing
corporation.
10. Termination by Employee. This Agreement shall terminate if Employee
resigns as President of Employer.
11. Entire Agreement. This Agreement constitutes the entire
understanding between the parties and there are no covenants, conditions,
representations, or agreements, oral or written, or any nature whatsoever, other
than those herein continued.
12. Waiver. The waiver of any term, condition, clause, or provision of
this Agreement shall in no way be deemed or considered a waiver of any other
term, condition, clause, or provision of this Agreement.
13. Governing Law. This Agreement shall be subject to and governed by
the laws of the State of Washington. Any legal action hereunder shall be
properly commenced only in a federal or state court of competent jurisdiction in
Whatcom, Washington. The prevailing party in any such action shall be entitled
to recover, in addition to any relief or award ordered by the court, reasonable
attorneys fees and all costs of court.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 26th day of August 1999.
AR Associates, Inc. - Employer Xxxx Xxx Xxxxx, Employee
/s/ Xxxxxx Xxxxxx /s/ Xxxx Xxx Xxxxx
By: Xxxxxx Xxxxxx, Director Xxxx Xxx Xxxxx
