EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into between NAVIDEC, Inc., a Colorado
corporation ("Employer"), and Xxxx X. XxXxxxx ("Employee").
RECITALS
Employer desires to employ the Employee and Employee desires to be employed
by Employer subject to the terms and conditions contained herein.
AGREEMENTS
Now, therefore, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts such employment, subject to the terms and conditions of this
Agreement. Employee shall serve in the capacity of Director of Investor
Relations and perform such functions as the Board of Directors of the Company
shall determine is appropriate for the position.
2. TIME AND BEST EFFORTS. Employee shall devote the appropriate amount
of time and attention necessary to the performance of his obligations under
this Agreement and shall at all times faithfully, industriously, and to the
best of his ability, experience, and talent perform all of this obligations
hereunder.
3. TERM AND TERMINATION. The term of this Agreement shall commence on
the date on which the proposed $1,000,000 Private Placement is completed and
shall continue uninterrupted for six months thereafter unless extended for an
additional twenty-four months by and from the date of completion of an
initial public offering by the Company. This Agreement may be otherwise
terminated as follows:
(a) Employer may terminate the employment of the Employee hereunder:
(i) upon death of the Employee;
(ii) upon Employee's inability, by reason of sickness or other
disability, to perform his obligations hereunder for more than 90 consecutive
days; or
(iii) upon a showing of good cause, which for the purposes of this
agreement shall mean: (A) Employee's failure to act in accordance with this
Agreement or any other breach of this Agreement by Employee; Employee's
willful misconduct or gross or persistent negligence in the discharge of his
duties hereunder.
(b) Employee may terminate his employment hereunder upon at least 15
days written notice to Employer.
4. COMPENSATION. In Consideration for his services, Employer shall pay
Employee a salary at a rate of $5,000 per month. Employee's salary hereunder
shall commence and first months payment be due at the time of any closing,
partial or full, of the contemplated $1,000,000 Private Placement. Employee
shall be paid at the first of the month thereafter for the coming month.
Employer shall also pay Employee an amount not to exceed $400 a month as a
vehicle allowance.
5. STOCK OPTIONS. Upon commencement of employment of Employee, the
Employer shall issue to Employee options to purchase 500,000 shares of the
Company's common stock at an exercise price of $1.75 per share. The options
shall be exercisable after thirty months and contain the one time right to
register the underlying shares at the Company's expense and must be exercised
within sixty months from the date of this agreement.
6. COVENANT NOT TO COMPETE.
(a) During the term of Employee's employment with Employer and for a
period of one year thereafter, Employee shall not be a consultant, director,
officer, employee, or advisor, and shall not have any interest, either
directly or indirectly, in any business competitive with the business of
Employer in the State of Colorado; provided, however, that the foregoing
shall not prohibit the ownership by Employee of less than 5% of any
publicly-traded class of security of an organization which competes with
business of Employer.
(b) In furtherance of the foregoing and not in limitation thereof,
during the term of Employee's employment with Employer and for a period of
one year thereafter, Employee shall not, directly or indirectly, employ,
solicit for employment, or in any other manner seek to induce the
discontinuance of any business relationship between Employer and any person
who is, or who was while Employee was employed by Employer, an employee,
consultant, or advisor of Employer.
(c) In furtherance of the foregoing and not in limitation thereof,
during the term of Employee's employment with Employer and for a period of
one year thereafter, Employee shall not, directly or indirectly, employ,
solicit for employment, or in any other manner seek to induce the
discontinuance of any business relationship between Employer and any
customer, client, or supplier of Employer.
(d) If Employee violates any provision of this section 6 and Employer
brings legal action for injunctive relief or other relief, Employer shall
not, as a result of the time involved in obtaining relief, be deprived of the
benefit of the full period of the restrictive covenants herein. Accordingly,
the restrictive covenants shall be deemed to have the respective durations
specified above, computed from the date the relief is granted but reduced
only by the time between the period when the restriction began to run and the
date of the first violation of the restrictive covenant by the Employee.
7. CONFIDENTIALITY For purposes of this agreement, "Confidential
Information" means product designs, manufacturing information, program flow
charts, file layouts, source code listings, computer programs, technical
information, customer information, marketing plans, financial information,
business plans and strategies, know-how, trade secrets, and any other
information of a similar nature, created, learned or otherwise obtained by
Employee in connection with his work for Employer or any client or customer
of Employer. During the term of Employee's employment by employer, and at all
times thereafter, Employee shall keep confidential, and shall not use,
disclose or disseminate, directly or indirectly, any Confidential
Information except as required for the performance of Employee's duties for
Employer. Upon request of Employer, Employee shall deliver to Employer all
records, notes, data memoranda, disks, programs and other information and
documents compiled by or made available to Employee during the course of his
employment by Employer, and any copies thereof, whether or not they contain
Confidential Information.
8. OWNERSHIP OF DEVELOPMENTS. All ideas, inventions, discoveries,
innovations, programs, and otherwise creative works, whether or not
patentable or copyrightable, which are conceived, developed or made by
Employee during the term of his employment with Employer or within 6 months
after the termination of his employment with Employer and which relate to any
aspect of the business of Employer (collectively, "Developments"), shall
promptly be disclosed to Employer and shall be the sole and exclusive
property of Employer. Employee shall execute and deliver to Employer all
documents requested by Employer to evidence its ownership of the
Developments. Employee shall treat all Developments as Confidential
Information.
9. ENFORCEMENT. If any court shall determine that all or any part,
including without limitation the duration or geographical limit, of any
provision contained in Section 6, 7, or 8 is unenforceable, it is the
intention of the parties that such provisions shall not be terminated but
shall be deemed amended to the extent required to render them valid
and enforceable, such amendment to apply only with respect to the operation of
said Section 6, 7, or 8, as the case may be, in the jurisdiction of the court
that has made the adjudication. If Employee breaches or threatens to breach
any provision of Section 6, 7, or 8, Employer shall be entitled to
preliminary and permanent injunctive relief, in addition to any other
remedies available to it.
10. NOTICE. All notices or other communication hereunder shall be in
writing and shall be deemed to be properly delivered or given if and when
delivered in person, or by first class, prepaid, registered or certified
mail, or by recognized overnight courier service, to the addresses set forth
below. Any party may change its address for notice hereunder by giving notice
thereof.
If to Employer:
NAVIDEC, Inc.
00 Xxxxxxxxx Xxxxx Xxxx
Xxxxx X-000
Xxxxxxxxx, XX 00000 Attention: President
If to Employee:
Xx. Xxxx X. XxXxxxx
2511 Mt. Royal Dr.
Xxxxxx Xxxx, XX 00000
12. ATTORNEY'S FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief of which the party may be
entitled. This provision shall be construed as applicable to the entire
Agreement.
13. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This agreement contains the complete agreement
between the parties with respect to the subject matter hereof and supersedes
any prior agreements or understandings, written or oral. No waiver under this
Agreement shall be valid unless it is in writing and duly executed by the
party to be charged therewith. This Agreement may be amended at any time,
provided that such amendment is in writing and is signed by each of the
parties hereto.
(b) SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the other provisions hereof,
and, except as otherwise provide in Section 10, this Agreement shall be
construed as if such invalid or unenforceable provision were omitted.
(c) BINDING EFFECT. This Agreement, except for the compensation
provided for in Section 6, Stock Options, may not be assigned by Employee.
Subject to that limitation. This Agreement shall be binding upon and inure to
the benefit of the Employee, his heirs and personal representatives, and
shall be binding upon and shall inure to the benefit of the Employer, its
successor and assigns.
(d) GOVERNING LAW. The Agreement shall be governed and interpreted
in accordance with the internal laws of the state of Colorado.
(e) SURVIVAL. The provisions of Sections 5, 6, 7, 8, 9, and 11
hereof shall survive the expiration or termination of this Agreement as the
termination of Employee's employment hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated below.
NAVIDEC, Inc.
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, President
Dated:
EMPLOYEE
/s/ XXXX X. XxXXXXX
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Xxxx X. XxXxxxx
