EMPLOYMENT AGREEMENT
THIS AGREEMENT made this lst day of May, 1990, between GENERAL FINANCIAL
SUPPLY, INC., an Iowa corporation ("Corporation"), having its principal place of
business at 000 00xx Xxxxxx, Xxxxxx, Xxxx 00000, and Xxxxxxx X. Xxxxxxxxxx of
Nevada, Iowa ("Employee").
IN consideration of the premises and the covenants contained herein, it is
mutually agreed as follows:
1. EMPLOYMENT AND DUTIES. Corporation employs Employee to perform such
duties as may be assigned to him from time to time as an integral part of the
Corporation's operating organization. Employee's duties shall include the
application of all of his skills and knowledge toward promoting and improving
Corporation's business. Employee agrees to comply with the general standards
and policies of Corporation in every respect. Employee shall not enter into any
contracts whatsoever on behalf of Corporation, except as expressly authorized by
the Board of Directors of Corporation.
2. TIME DEVOTED. Employee agrees to devote substantially all of his time
and best efforts to the business of Corporation and the performance of his
duties hereunder, and he will not become actively associated with or engage in
any business or active employment other than that of Corporation. Employee may
take reasonable vacations, sick leaves and leaves of absence as Corporation may
agree, and as may be consistent with the current business of Corporation. the
use of Employee's non-corporation time is a personal matter. Any contemplated
personal matter, activity or investment which reasonably affects Employee's
performance as an Employee of Corporation, or which may conflict with
Corporation's purposes, must be disclosed and consented to by Corporation.
3. TERM. The term of employment under this Agreement shall continue
until terminated by the Corporation or the Employee as hereinafter provided in
Paragraph 8.
4. COMPENSATION. As compensation for his services hereunder, Employee
shall receive from Corporation an annual salary payable in equal weekly
installments, plus bonuses if any, in such amounts as shall be determined from
time to time by the Board of Directors of Corporation.
5. INSURANCE. Employee agrees that Corporation, in its discretion, may
apply for and procure in its own name and for its own behalf, life insurance on
Employee in an amount or amounts considered advisable, and Employee shall have
no right, title or interest therein; and Employee further agrees to submit to
any medical or other examination, and to execute and deliver any application or
other instrument in writing reasonably necessary to effectuate such insurance.
6. COVENANT NOT TO COMPETE. During the term of this Agreement and for a
period of two (2) years from and after the termination of employment of the
Employee for any reason, the Employee:
(a) Will not, directly or indirectly, solicit any of the customers of the
Corporation for the benefit of himself personally, or divert to others
any business of the Corporation.
(b) Will not, directly or indirectly, effect the solicitation of
employment of any employee or independent contractor of the
Corporation.
7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. During the term of this
Agreement and after the termination of this Agreement for any reason, the
Employee:
(a) Will not directly or indirectly use for himself or others or disclose
Confidential Information so long as said information retains the
characteristics of Confidential Information as hereinafter defined.
(b) CONFIDENTIAL INFORMATION. Confidential Information means any
information or compilations of information that derives independent
economic value from not being Generally known or readily ascertainable
by proper means. Confidential Information includes, but is not
limited to, trade secrets, customer lists, manufacturing processes,
sales techniques, marketing plans, marketing information, management
systems and procedures, and the results of research and development
whether complete or in process.
(c) DOCUMENTS AND TANGIBLE ITEMS. All documents and tangible items which
contain or deal in any manner with Confidential Information are the
property of Corporation and shall remain the exclusive property of
Corporation along with all copies, recordings, abstracts, notes or
reproductions of any kind made from or about the documents and
tangible items or the information they contain.
(d) INJUNCTIVE RELIEF. Injunctive relief is an appropriate remedy for
breach of any of the provisions of the Employment Agreement relating
to non-disclosure of information and to the Employee's Covenant Not to
Compete and shall be in addition to and not in limitation of any
monetary relief or other remedies or rights to which the Corporation
is or may be entitled to at law under the terms of the Employment
Agreement.
8. TERMINATION. This Agreement will terminate upon the occurrence of any
of the following events:
(a) The mutual written agreement of the parties at any time.
(b) Death of the Employee.
(c) Physical or mental disability of Employee to the extent that
Employee is unable to carry on a substantial part of the usual and
customary duties of employment and such inability continues for a
period of twelve (12) months.
(d) Termination by the Corporation of Employee's employment for "Good
Cause".
(i) Breach by Employee of this Agreement including but not
limited to, violation of the Covenant Not to Compete a
hereinbefore defined, disclosure of any Confidential
Information and the refusal, neglect or failure of Employee
to perform his or her duties consistent with the terms and
conditions of Paragraphs 1 and 2 hereof, and consistent with
the general standards, policies and objectives of the
Corporation.
(ii) conviction of Employee of any crime punishable as a felony
or misdemeanor involving moral turpitude.
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(iii) Any act of dishonesty involving corporate assets, chemical
dependency or continued failure to comply with the rules and
regulations of the Corporation following written notice to
the Employee as to the specifics of his non-compliance.
(e) Upon the insolvency or bankruptcy of the Corporation.
9. MODIFICATIONS. This agreement supersedes all prior agreements and
understandings between the parties, and it may not be changed or terminated
orally. No modification, termination, or attempted waiver of any of the
provisions hereof shall be valid unless in writing signed by the party against
whom same is sought to be enforced. However, Employee's compensation may be
increased at any time by Corporation without in any way affecting any of the
other terms and conditions of this agreement, which in all respects shall remain
in full force and effect.
10. GOVERNING LAW. This agreement and all questions arising in
connection therewith shall be governed by the laws of the State of Minnesota.
11. ARBITRATION. If any controversy or claim arising out of this
agreement cannot be settled it shall be determined by arbitration in accordance
with the terms of the Uniform Arbitration Act, Minnesota Statutes Sections
572.08-572.30, except as hereinafter modified. Either party may, by written
notice to the other within ten (10) days after a controversy has arisen
hereunder, appoint an arbitrator. The other party shall, by written notice,
within ten (10) days after receipt of such notice by the first party, appoint a
second arbitrator and in default of such second appointment the first arbitrator
appointed shall be sole arbitrator. When two (2) arbitrators have been
appointed as hereinabove provided, they shall, if possible, agree on a third
arbitrator and shall appoint him by written notice signed by both of them and a
copy shall be mailed to each party hereto within ten (10) days after such
appointment. On appointment of three (3) arbitrators as hereinabove provided,
such arbitrators shall hold an arbitration hearing at the registered office of
the Corporation within ten (10) days after the final appointment. At the
hearing, the laws of evidence of the State of Minnesota shall apply, and the
three (3) arbitrators shall allow each party to present his case, evidence, and
witnesses, if any, in the absence of the other party, and shall within thirty
(30) days of the appointment of the last arbitrator, render their award,
including a provision for payment of costs and expenses of arbitration to be
paid by one or both of the parties hereto as the arbitrators deem just. The
award of the majority of the arbitrators shall be binding on the parties hereto,
in the same manner as a judgment of a court having competent jurisdiction and
shall be reviewed only in accordance with the terms of the Uniform Arbitration
Act, Minnesota Statutes Sections 572.08-572.30.
IN WITNESS WHEREOF, Corporation has caused this instrument to be executed
in its corporate name, and Employee has executed this Agreement the day and year
first above written.
IN PRESENCE OF: GENERAL FINANCIAL SUPPLY, INC.
By
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Its
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CORPORATION
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EMPLOYEE
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