EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this ___ day of July, 2001, and is by
and between Internet Recreation, Inc., a Florida corporation ("Corporation"),
and Xxxxx Xxxxxxxxxx("Employee").
R E C I T A L S:
The Corporation wishes to employ the Employee, and the Employee wishes to be so
employed, to provide the services to the Corporation identified herein, on such
terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the
premises, mutual promises, terms and conditions contained herein, and other good
and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Recitals. The above recitals are true, correct and complete and are
incorporated herein by reference.
2. Employment. The Corporation hereby employs Employee to serve the
Corporation as its President. Employee shall be responsible for such duties
that are customary with respect to such position(s). All of the duties and
obligations of the Employee shall be subject to, if any, the reasonable
discretion and direction of the Corporation's Board of Directors.
3. Term. The term of employment of Employee hereunder (unless sooner
terminated as provided herein) shall commence as of the above effective date and
shall continue for a period of one (1) year thereafter, and shall automatically
renew each year unless and until terminated as provided for herein.
4. Compensation.
A. Base Salary. The Corporation will pay to Employee, in full
payment of the services to be rendered by Employee during each one year period
hereunder, an annual base salary of one hundred Thousand shares (100,000) of
Common Stock of the Company ("Base Salary")to be issued and delivered to
Employee on the one year anniversary date of execution of this Agreement, and
each year thereafter.
B. Bonuses. In addition to the compensation to Employee set
forth herein, the Corporation, in its sole and absolute discretion, may pay
bonuses to the Employee from time to time.
5. Deductions. Deductions may be made by the Corporation from all
payments to Employee for social security, Federal withholding taxes, and any
other taxes and deductions as may from time to time be required by law.
6. Termination. A. The Corporation may terminate this agreement (i) For
Cause or (ii) in the event of a reorganization, merger, consolidation, sale of
all or substantially all of the Corporation?s assets, or similar material event
pertaining to the Corporation (?Corporate Change?).
B. In the event of the Disability of Employee, this Agreement shall
terminate at the election of the Corporation by determination by its Board of
Directors, in its sole and absolute discretion, at any time following the
expiration of three (3) months from the commencement of the period of
Disability. Employee shall be deemed subject to a "Disability" commencing such
date that Employee, whether due to mental and/or physical problems, is incapable
of performing fully and satisfactorily hereunder, which circumstances must
substantially continue for a period of three (3) consecutive months for a
Disability to be deemed present, effective the beginning of such period. In the
event of termination due to a Disability, the Employee shall only be entitled to
(i) ten (10) days prior written notice of termination, (ii) accrued and unpaid
Base Salary installments up to the commencement date of the Disability, and
(iii) three (3) months of Base Salary installments as a Disability benefit. In
the event of a Disability, at the Employee's election this Agreement shall
terminate, in which case the Employee shall only be entitled to such Base Salary
as aforesaid in the case the Corporation had terminated this Agreement due to a
Disability. In the sole and absolute discretion of the Board of Directors,
notwithstanding anything to the contrary, the Corporation may offset any of the
foregoing Disability benefit payments by the proceeds to the Employee of any
payments received from any insurance plan or plans, paid for by the Corporation,
as Disability benefit payments.
C. Upon the death of Employee during the term hereof, this Agreement
shall terminate, without notice, and Employee's estate shall only be entitled to
the accrued Base Salary installments up to the date of death and two (2) weeks
of Base Salary installments as a death benefit.
D. This Agreement shall automatically terminate upon any other event
not specified herein whereby the Employee ceases to be a shareholder of the
Corporation, which termination shall be without notice and shall only require
the payment to the Employee of accrued installments of Base Salary up to the
date of termination.
E. The Employee may terminate this Agreement, without cause, upon
thirty (30) days' prior written notice to the Corporation. In such event,
Employee shall only be paid Base Salary installments up to the date of
termination.
7. Vacation Time and Days Off. Employee shall be entitled to such
reasonable paid vacation time, and paid and unpaid sick days and personal days,
as may be agreed to by the parties.
8. Health Insurance and Other Plans. The Employee shall be added to any
available group health insurance plan for the employees of the Corporation
immediately following the applicable period for the addition of a new employee
to such insurance plan, if any. Employee shall be added to such other plan or
plans as may be determined in the sole and absolute discretion of the
Corporation.
9. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any other
party or of any other or subsequent breach.
10. Amendments. This Agreement may not be amended unless by the mutual
consent of all of the parties hereto in writing.
11. Governing Law. This Agreement shall be governed by the laws of the
State of Florida, and the sole venue for any action arising hereunder shall be
Palm Beach County, Florida.
12. Assignment and Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto. This Agreement
shall be binding upon and for the benefit of the parties hereto and their
respective heirs, permitted successors, assigns and/or delegates.
13. Integration and Captions. This Agreement includes the entire
understanding of the parties hereto with respect to the subject matter hereof.
The captions herein are for convenience and shall not control the interpretation
of this Agreement.
14. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Agreement, or each has had the opportunity
to obtain independent legal counsel and has waived such right.
15. Construction. By the execution hereof, each party acknowledges and
agrees having had the opportunity to review, negotiate and approve all of the
provisions of this Agreement, and the parties waive the normal rule of
construction that any ambiguities in this Agreement shall be construed against
the party that drafted the Agreement.
16. Notices. All notices, requests, demands or other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand or mailed registered and certified mail,
return receipt requested, and postage prepaid.
17. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Agreement as set forth hereinabove.
18. Hand-Written Provisions. Any hand-written provisions hereon, if any,
or attached hereto, which have been initialed by all of the parties hereto,
shall control all typewritten provisions in conflict therewith.
19. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees, costs
and expenses incurred by each such party incident to this Agreement.
20. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power, legal
capacity and authority to enter into this Agreement, and the same constitutes a
valid and legally binding Agreement of each such party in accordance with the
terms, conditions and other provisions contained herein.
21. Gender and Number. Unless the context otherwise requires, references
in this Agreement in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
22. Severability. In the event any one or more of the provisions of this
Agreement shall be deemed unenforceable by any court of competent jurisdiction
for any reason whatsoever, this Agreement shall be construed as if such
unenforceable provision had never been contained herein.
23. Counterparts. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
effective date first written above.
Internet Recreation, Inc.
By:/S/Xxxxx Xxxxxxx, Director
Xxxxx Xxxxxxx, Director
Date:July 12, 2001
By:Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx, President
July 10,2001
EMPLOYEE:
Xxxxx Xxxxxxxxxx, President
July 10,2001
