STATE OF DELAWARE )
) EMPLOYMENT AGREEMENT
COUNTY OF KENT )
AGREEMENT made as of this 31st day of March, 1998, between SYNERGY 2000,
Inc., a Delaware corporation, hereinafter called the Company and XXXXXXXX
XXXXXXX XXXXX, a resident of the state of California, hereinafter called the
Employee.
W I T N E S S E T H :
Whereas, the Company wishes to employ the Employee on the terms and
conditions hereinafter set forth;
Whereas, the Employee is willing to accept
such employment, and
NOW, THEREFORE, the parties hereto, in consideration of the
premises and the mutual covenants and promises hereinafter contained, do hereby
agree as follows:
1. Employment. The Company agrees to employ Employee and Employee agrees to
be employed by the Company subject to the terms and provisions of this
Agreement.
2. Terms. The employment of Employee by the Company as provided by Section
1 hereof will be for a period of one (1) year commencing on the date hereof.
3. Duties. Employee shall serve as the Executive Vice President of the
Company and shall have such powers and duties as may be from time to time
prescribed by the Company's Board of Directors, provided that the nature of
Employee's powers and duties shall at all times be those of a person serving as
the Executive Vice President of a corporation of a size and conducting
operations comparable to the Company. During her employment hereunder Employee
shall devote time to the business and affairs of the Company and shall use her
best efforts to advance the best interests of the Company at all times.
4. Place of Performance. Employee shall perform her duties hereunder at the
principal executive offices of the Company, provided, however, that he may be
reasonably required to travel and render services in different locations from
time to time incident to the performance of duties.
5. Compensation. The Employee shall receive remuneration from the Company
for her services hereunder at such rate and in such manner as may from time to
time be mutually agreed between the Company and the Employee; provided, however,
that:
(a) the aggregate remuneration to the Employee from the Company for
any fiscal year of the Company shall not be less than One Hundred Six
Thousand ($106,000) Dollars, payable in Twelve (12) monthly installments at
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the end of each month during the term of this Agreement. If the Company
does not have adequate funds from operations to pay the full salary, any
monthly salary payment may be deferred for up to six months until funds are
available to make such payment. Any deferred salary payments shall not
accrue interest; however, such payments may at the employee's election be
used to exercise stock options and may be converted to common stock.
(b) the Company shall also pay such additional salaries and other
compensation as may, from time to time, be approved by the Board of
Directors.
6. Expenses. During the term of Employee's employment hereunder, the
Company shall pay the reasonable expenses incurred by Employee (within limits
that may be established by the Board of Directors of the Company) in the
performance of her duties hereunder (or shall reimburse Employee on account of
such expenses paid directly by Employee) promptly upon the submission to the
Company by Employee of appropriate vouchers prepared in accordance with
applicable regulations of the Internal Revenue Service. Should any travel and
entertainment expenses as drawn by Employee be held nondeductible as travel and
entertainment expenses to Company by the Internal Revenue Service, then such
nondeductible travel and entertainment expenses shall be considered additional
compensation to Employee.
7. Termination. Either party hereto may terminate this agreement upon
thirty days prior written notice to the other.
8. Vacation. Employee shall be entitled to a certain number of paid
vacation days in each calendar year in accordance with the vacation policies and
practices of the Company as determined by the Board of Directors of the Company,
but not less than twenty-one (21) business days in any calendar year, prorated
appropriately on account of any calendar year during which Employee renders
services hereunder for less than the entire such year. In the event this
Agreement is terminated for any reason Employee shall be entitled to be paid for
vacation accrued but not taken. Such payment shall be made in a lump sum upon
the date of termination.
9. Meetings. The Company may require the Employee to attend such business
meetings and seminars each year, as shall in the Company's opinion serve to
improve and maintain Employee's competence, to the Company's advantage and
benefit; provided, however, that the Company shall bear the expense of attending
such meetings.
10. Insurance. The Company may in its discretion at any time after the
execution of this Agreement apply for and procure, as owner and for its own
benefit, life and/or disability insurance on the Employee in such amounts and in
such form or forms as the Company may choose. The Employee, at the request of
the Company, shall submit to such medical examinations, supply such information,
and execute such documents as may be required by the insurance company or
companies to whom the Company has applied for such insurance.
11. Notices. All notices hereunder shall be in writing and shall be deemed
to have been given at the time when mailed in any general or branch United
States Post Office enclosed in a registered postpaid envelope addressed to the
last known address of the respective parties.
12. Non-Waiver. Failure to insist upon strict compliance with any of the
terms, covenants, or conditions hereof shall not be deemed a waiver of such
term, covenant, or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
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13. Validity. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.
14. Default. Employee and the Company recognize that Employee's services to
be performed hereunder are of a unique, special, and extraordinary character,
and that in the event of any conduct by Employee violating any provision of this
Agreement, the Company shall be entitled, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, either at law or
in equity, to obtain damages for such conduct, to enforce specific performance
of such provision, to enjoin Employee from such conduct, or to obtain any other
relief, or any combination of the foregoing that the Company may elect to
pursue.
15. Attorney' Fees. If any suit or action shall be instituted to enforce or
interpret this Agreement, the prevailing party shall be entitled to recover from
the losing party, in addition to statutory costs, such sums as all courts may
adjudge as reasonable for the prevailing party's attorneys' fees in such suit,
action or any appeal thereof.
16. Counterparts. This Agreement is executed in two counterparts, each of
which shall be deemed an original and together shall constitute one and the same
agreement, with one counterpart being delivered to each party hereto.
17. Succession. Except as otherwise herein expressly provided, this
Agreement shall inure to the benefit of and be binding upon the Company, its
successors and assigns, (including but not limited to any corporation, which may
acquire all or substantially all of the Company's assets and business or with or
into which the Company may be consolidated or merged), and Employee, her heirs,
executors, administrator, and legal representatives, provided that the
obligations of Employee hereunder may not be delegated.
18. Gender. The use of masculine pronouns in this agreement shall not
construed in such a manner as to alter the intent of this agreement when applied
to female employees.
19. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware.
The parties hereto have executed this Agreement the day and year first
above written.
SYNERGY 2000 INC.
By: /S/ Xxx Xxxxxx, Xx.
Title: President
CONFORMED SIGNATURE
XXXXXXXX XXXXXXX XXXXX
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