EXHIBIT 10(a)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND Xxxxxxxx Xxxxxxxxxxxxxxx
DATED MARCH 01, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 1st day of March 1999, by and between Emporia
Systems, a Nevada corporation with its principal place of business located at
00000 X. 00xx Xxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as "Company"
or "Employer") and Xxxxxxxx Xxxxxxxxxxxxxxx (hereinafter referred to as the
"Employee"). The Company hereby employs the Employee and the Employee hereby
accepts employment on the terms and conditions hereinafter set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on February 19, 1999 and terminate on
February 18, 2001, and shall continue hereafter on a year to year basis unless
terminated by the Company by delivery of written notice to the Employee not
later than thirty (30) days prior to the date for termination as indicated in
said notice.
2. Compensation and Performance Review
The employee shall receive a salary of $12,000 per year, paid on a monthly
basis.
3. Duties.
Employee is engaged as the President, Chief Executive Officer, and Chief
Financial Officer of the Company. In such capacities, Employee shall exercise
detailed supervision over the operations of the Company subject, however, to
control by the Board of Directors. The Employee shall perform all duties
incident to the title of President, Chief Executive Officer, and Chief Financial
Officer and such other duties as from time to time may be assigned to him by the
Board of Directors.
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4. Best Efforts of Employee.
The Employee shall devote his best efforts to the business of the Company and
to all of the duties that may be required by the terms of this Agreement to the
reasonable satisfaction of the Company. The Employee shall at all times
faithfully, with diligence and to the best of his ability, experience and
talents, perform all the duties that may be required of and from his pursuant to
the express and implicit terms hereof to the reasonable satisfaction of the
Company. Such services shall be rendered at such other place or places as the
Company shall in good faith require or as the interest, needs, business or
opportunity of the Company shall require. The Employee agrees not to engage in
any employment or consulting work or any trade or business for his account or
for or on behalf of any other person, firm or corporation, which would conflict
with the operations of the Company's business, unless the Employee obtains prior
written consent from the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services suitable
to his position and adequate for the performance of his duties. In this case,
the Employee is utilizing their own facilities at no cost to the Company.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for entertainment,
travel and similar items. The Company shall reimburse the Employee for all such
expenses on the presentation by the Employee, from time to time, of an itemized
account of such expenditures in accordance with the guidelines set forth by the
Internal Revenue Service for travel and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable amount
during which time his compensation, as described above, shall be paid in full,
that is, provided he is receiving compensation based on the incentive
performance program described above.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable to
perform his job for a period of up to and including a maximum of twelve (12)
months, the compensation payable to his for and during such period under this
Agreement shall be unabated. The Board of Directors shall have the right to
determine the incapacity of the Employee for the purposes of this provision, and
any such determination shall be evidenced by its written opinion delivered to
the Employee. Such written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a majority of the
Board.
(b) The Employee's compensation hereafter shall be reduced to zero. The
Employee shall receive full compensation upon his return to employment and
regular discharge of his full duties hereunder. Should the Employee be absent
from his employment for whatever cause for a continuous period of more than 365
calendar days, the Company may terminate this Agreement and all obligations of
the Company hereunder shall cease upon such termination.
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9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been given,
this Agreement shall terminate in accordance therewith. For the purpose of this
section, "cause" shall be defined as meaning such conduct by the Employee which
constitutes in fact and/or law a breach of fiduciary duty or felonious conduct
having the effect, in the opinion of the Board of Directors, of materially
adversely affecting the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90 days
written notice to the Employee, and such notice having been given, this
Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been given, this
Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon his prorated incentive compensation, up and
until the date of termination. After the date of termination, the Employee
shall not be entitled to receive additional compensation of any kind or nature
from the Employer and all benefit and incentive programs then in place shall
terminate.
10. Confidentiality.
The Employee shall not divulge to others any information he may obtain during
the course of his employment relating to the business of the Company without
first obtaining written permission of the Company.
11. Notices. All notices, demands, elections, opinions or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by tested telex, telegram or
cable to, in the case of the Company: Emporia Systems, 00000 X. 00xx Xxxxxx,
Xxxxxxx, XX 00000, and in the case of the Employee: Xxxxxxxx Xxxxxxxxxxxxxxx,
00000 X. 00xx Xxxxxx, Xxxxxxx, XX 00000 12. Assignment of Agreement. No
party may assign or otherwise transfer this Agreement or any of its rights or
obligations hereunder without the prior written consent to such assignment or
transfer by the other party hereto; and all the provisions of this Agreement
shall be binding upon the respective employees, delegates, successors, heirs and
assigns of the parties.
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13. Survival of Representations, Warranties and Covenants. This Agreement
and the representations, warranties, covenants and other agreements (however
characterized or described) by both parties hereto and contained herein or made
pursuant to the provisions hereof shall survive the execution and delivery of
this Agreement and any inspection or investigation made at any time with respect
to any thereof until any and all monies, payments, obligations and liabilities
which either party hereto shall have made, incurred or become liable for
pursuant to the terms of this Agreement shall have been paid in full.
14. Further Instruments. The parties shall execute and deliver any and all
such other instruments and shall take any and all such other actions as may be
reasonably necessary to carry the intent of this Agreement into full force and
effect.
15. Severability. If any provisions of this Agreement shall be held,
declared or pronounced void, violable, invalid, unenforceable or inoperative for
any reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not affect adversely
any other provision of this Agreement, which shall otherwise remain in full
force and effect and be enforced in accordance with its terms and the effect of
such holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach of this Agreement shall
operate as a waiver of any subsequent right or remedy arising from a subsequent
breach of this Agreement. The consent of any party where required hereunder to
any act of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Arizona. Except as
otherwise expressly stated herein, time is of the essence in performing
hereunder.
This Agreement embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understanding relating to the
subject matter hereof, and this Agreement may not be modified or amended or any
term of provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver of discharge is sought
to be enforced. The headings of this Agreement are for convenience in reference
only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which shall
be deemed an original but all of which taken together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
Emporia Systems, Xxxxxxxx Xxxxxxxxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxxxxxxxx /s/ Xxxxxxxx Xxxxxxxxxxxxxxx
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Witnessed:
Corporate Secretary
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