EXECUTIVE EMPLOYMENT AGREEMENT
Agreement
made this 3rd
day of JANUARY, 2007, between TACTICAL AIR DEFENSE SERVICES, INC., a Nevada
Corporation, with offices in Denison, Texas, (the “Company”) and XXXXXX XXXXXX,
a resident in the State of Texas (“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 desire to retain Employee
as a manager; and the possibility of other officer/Director appointments as
directed; 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, 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 this Agreement.
|
| 2. |
TERM
|
| (a) |
The
term of this Agreement shall be for an initial period of (3) years
begining on the date hereof and shall cease and terminate upon the
earliest of (i)the death of Employee; (ii) termination by a vote
of the
chorum of the board of directors (“the Company”), at its option, for
“cause” as defined in subdivision (b) of this Section 2; or (iii)
termination by mutual agreement between the
parties.
|
| (b) |
As
used in this Section, “cause” shall mean: any failure in performing in the
respective capacity, unsatisfactory performance, derogation of duties,
gross negligence or willful misconduct of Employee in the performance
of
his duties.
|
| 3. |
COMPENSATION
|
| (a) |
The
Company shall pay to Employee a salary of $220,000 per year. (
Salary may
be paid convertible in stock ( restrictions may apply), option,
or
warrants, which if exercised, shall be outlined under separate
attachment
by the company and shall be identified as an “Annex” to this
agreement which shall be executed by the parties and incorporated
herein.)
|
1
| (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.
|
| 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 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 hereafter
became a part of the public domain and generally available to the
public
by publication or otherwise through no act of 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 reasonably demonstrate
such disclosure is required by law or in any legal proceeding,
governmental investigation, or other similar
proceeding.
|
2
|
(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.
|
| (iii) |
It
is however known that Xxxxxx Xxxxxx is currently a director and corporate
officer of AeroGroup Incorporated, International Tactical Training
Center,
Inc. and Air-1 Flight Support, Inc., and may continue to serve in
the
capacities with the respective companies. Xxxxxx Xxxxxx will use
his best
efforts to serve Tactical Air Defense Services, Inc. in that there
will
not arise any conflict of interests in the normal course of
business.
|
| 6. |
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
of
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.
| 7. |
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. Company shall have the right, at
its
election, to assign any of its rights or obligations hereunder, in whole or
in
part to any parent, subsidiary, affiliated, or related company, or to any
person, firm, or corporation owning or acquiring a substantial portion of
Company’s or Company’s stock or assets, and, to the extent of such assignment,
Company and/or Company shall thereafter be relieved of their obligations
hereunder. Executive shall not have the right to assign any of his rights or
obligations hereunder, except for family gifts or transfers of compensation
payable to heirs, beneficiaries, or otherwise by operation of law, in accordance
with Company’s policies, practices and procedures.
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| 8. |
ENTIRE
AGREEMENT AND AMENDMENT
|
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. This
Agreement may not be amended, modified, superseded, canceled, or waived except
by a written instrument signed by the party to be charged.
| 9. |
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 judgement
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.
| 10. |
NOTICES
|
Notices,
other communications or deliveries required or permitted under this Agreement
shall be in writing directed as follows:
| (a) |
TO
THE COMPANY AT:
|
| (b) |
TO
EMPLOYEE:
XXXXXX XXXXXX
_____________
_____________
|
WITH
A COPY TO:
None
The
Parties may designate by notice to each other any new address for the purpose
of
this Agreement. Useless otherwise specified in this Agreement, all notices
shall
be effective when mailed postage prepaid by registered or certified mail, return
receipt requested.
| 11. |
APPLICABLE
LAW
|
This
Agreement shall be enforced and construed in accordance with the laws of the
State of Texas.
| 12. |
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.
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| 13. |
PAYMENT
ON TERMINATION “BUYOUT” OF
EMPLOYMENT
|
If
the Company terminates this Agreement, it shall pay Employee an amount equal
as
set forth in Section 3(a) as an annual base salary. The current remaining
balance of the contract shall be due, and is to be divided by twelve and
multiplied by the number of months remaining of the calendar
year.
| 14. |
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.
| By: |
/s/
XXXX XXXXXXX
|
|||
|
Chairman of the Board |
| EMPLOYEE | ||||
| By: |
/s/
XXXXXX XXXXXX
|
|||
|
XXXXXX XXXXXX |
||||
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