Exhibit 10.37
EMPLOYMENT AGREEMENT
KAIRE HOLDINGS, INCORPORATED, a duly authorized Delaware corporation
(hereinafter referred to as "Employer") with principle executive offices located
at 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000, and XXXX X.
XXXXXXXXX, an individual residing in the County of Irvine, California
(hereinafter referred to as "Employee"), for the consideration and the mutual
promises made herein agree to the following:
RECITALS
Employer has previously offered employment to Employee, and Employee has
accepted such previous employment (the "Previous Agreement") under the terms and
conditions contained in the Previous Agreement, and now Employer wishes to offer
additional employment to Employee, and Employee agrees to accept such additional
employment under the terms and conditions of this EMPLOYMENT AGREEMENT.
5.) TERM:
The term of this EMPLOYMENT AGREEMENT shall commence on April 1, 2000 (the
Effective Date) and shall continue for a period of three (3) years one (1) month
thereafter (the "Initial Term"), unless extended by either party hereto, or
terminated as provided herein. After the expiration of the Initial Term, this
EMPLOYMENT AGREEMENT shall automatically renew for additional three-year terms
(each such three-year term or portion of such final three-year term being
hereinafter referred to as a "Renewal Term"), but may be terminated by either
party by giving written notice to the other party six calendar months prior to
the expiration date of the Initial Term or any Renewal Term.
6.) TITLES AND DUTIES:
Employer hereby employs Employee to perform, and Employee hereby accepts
employment with Employer and agrees to perform the duties and responsibilities
of CHIEF OPERATING OFFICER of the Employer, together with such additional powers
and duties with respect to Employer's business as may be assigned to Employee by
the Board of Directors of Employer during the Initial Term or any Renewal Terms.
Employee also agrees to serve as a director on the BOARD OF DIRECTORS of the
7.) COMPENSATION:
Employer shall pay Employee, and Employee shall accept as his entire
compensation for the services rendered by him during the Initial Term of this
EMPLOYMENT AGREEMENT, the following:
3a) Base Salary:
A base salary which shall commence on April 1, 2000 for any and all services
which Employee may render to Employer, in the amount of seven thousand two
hundred and fifty dollars ($7,250.00) dollars per month for the months April 1,
2000, through April 1, 2001, then eight thousand dollars per month for the
months April 1, 2001 through April 1, 2002, then increasing by fifteen percent
(15%) per year for the remainder of this EMPLOYMENT AGREEMENT.
3b) Stock Options:
Employee compensation shall also include a five (5) year option to purchase four
million five hundred thousand (4,500,000) shares of the company's common stock
at the option price of five ($0.05) cents per share (the "Option Price") upon
execution or the effective date of this EMPLOYMENT AGREEMENT.
3c) Cash less Exercise Provision:
Employee may exercise one half these Stock Options immediately upon execution of
this EMPLOYEE AGREEMENT. The second half may be exercised on April 1, 2001.
Employee may exercise any or all Stock Options without paying the company the
Option Price. Employee may pay the exercise price at such time as is convenient
for Employee. Employee may apply any deferred salary to the Option Price of the
Stock Options.
3df) Registration of Stock Underlying Employee Stock Options:
Employer shall cause any and all employee stock options including but not
limited to stock options awarded for any future deferral of compensation by
Employee, or any stock options awarded to employee for his participation in any
merger or acquisition to be registered and filed under a S-8 Registration
statement with the Securities and Exchange Commission as soon as practical, but
in no case later than thirty (30) days from the Effective Date of this
EMPLOYMENT AGREEMENT, or the effective date of any merger pr acquisition.
3e) Stock Options Irrevocable:
All Employee stock options are irrevocable and shall survive any termination of
Employee by Employer, or any resignation by Employee.
3f) Mergers, and Acquisitions:
If as a result of Employee's efforts, Employer either acquires, is acquired, or
merges with another entity (the "Transaction"), Employee shall be entitled to
compensation in an
amount equal to one and one half percent, (1.5%) of the total value of such
transaction. Compensation may be paid in cash or in Employers common stock at
the sole discretion of Employee.
3g) Other Benefits:
3g.1) Vacation:
Employee shall receive five (5) weeks paid vacation each year, which shall be
taken in accordance with Employer's vacation policy, or from time to time at the
option of Employee.
3g.2) Holidays:
Employee shall receive all the paid holidays observed by Employer.
3g.3) Comprehensive Medical Insurance:
Employer shall provide Employee with comprehensive medical insurance coverage.
Employee shall receive such other insurance coverage and fringe benefits as are
provided to its employees or executives or as may be determined by the Board of
Directors.
3g.4) Directors and Officers Insurance:
Employer shall also provide Employee with Directors and Officers Insurance and
Accidental Death Insurance with a face value of one million ($1,000,000)
dollars.
3g.5) Reimbursement of Expenses:
Employer shall reimburse Employee for all reasonable and necessary expenses paid
or incurred by Employee in the performance of his duties during the term of this
Agreement, or any renewals thereof. Employee shall furnish Employer with
receipts for such expenses.
3g.6) Employers Failure to Provide Additional Benefits:
In the event Employer fails to provide any of the Additional Benefits as
described above in sub paragraph, then Employee may at Employees election take
the cash or stock equivalent of such Additional Benefits.
8.) DISABILITY OR DEATH
If Employee shall at any time be incapacitated or prevented by illness, injury,
accident or other circumstances beyond his control (Incapacity) from discharging
his duties pursuant to this Agreement for a total of 270 days or more in any 18
consecutive calendar months,
Employer may by notice in writing to Employee given at any time so long as the
incapacity shall continue:
Discontinue payment in whole or in part of Employee's base salary on and from
such date as may be specified in the notice until the incapacity shall cease; or
(whether or not payment shall already have been discontinued as aforesaid)
Terminate this Agreement forthwith or on such date as may be specified in the
notice. Subject to the foregoing, Employee's base salary shall, notwithstanding
the Incapacity, continue to be paid to Employee in accordance with the
provisions of this Agreement in respect of the period of incapacity prior to
such discontinuance or termination.
If the Employee dies prior to the expiration of the term of employment, the
compensation due him from the Employer under this Agreement shall be the amount,
which Employee would be paid if permanently disabled, and shall be paid to his
executors.
5. TERMINATION
5a) No Termination of Employee For Twelve Months
Employer may not terminate Employee for any reason at any time within the first
twelve months of the EFFECTIVE DATE of this EMPLOYMENT AGREEMENT.
5b) Termination Without Cause
Should Employer terminate employee after the first twelve (12) months of this
EMPLOYMENT AGREEMENT without cause, Employer shall immediately pay Employee the
full and entire balance of the compensation indicated in this EMPLOYMENT
AGREEMENT.
5c) Termination For Cause
Employer may, at any time (except as noted above), discharge Employee with cause
whereupon his employment hereunder shall terminate immediately upon the giving
of written notice of such discharge.
5d) Definition of Cause
As used in this Agreement, the term with cause shall mean, the conviction of any
crime involving dishonesty or resulting in imprisonment without the option of a
fine, or the material non-observance, or the material breach by Employee of any
of the material provisions of this Agreement, or the neglect, failure or refusal
of Employee to carry out the duties properly assigned to him after due notice to
the Employee of such neglect, failure or refusal.
In the event of any discharge with cause, all obligations of Employer or in
respect of this Agreement will terminate, except the obligation to pay Employee
any compensation
which shall have accrued or remain in the balance of the Initial Term or any
Renewal Term, and the option to purchase the stock described elsewhere in this
EMPLOYMENT AGREEMENT.
6.) NON-COMPETITION
During his employment and for a period of one (1) year thereafter, Employee will
not:
6a) Communicate, publish or disseminate any information to any third party
regarding the operations or methods of operation of the Employer, including, but
not limited to, the disclosure, publication or dissemination of any written
materials prepared by or on behalf of Employer, including without limitation all
processes, formulae and technical data and know how, the names of customers of
Employer, the names of prospective customers of Employer, the names of
employees, suppliers, independent contractors, consultants or others providing
services or products to Employer, methods or techniques by which Employer
solicits business, markets its services or products, services its customers or
implements customer services, the pricing of services or products of Employer,
or the methods or techniques used by Employer in arriving at its pricing, any
financial information relating to Employer, any other information pertaining to
the conduct of business by Employer,
6b) Use for his own account any property or information secured, acquired,
developed or produced by him while employed by Employer and relating to the
conduct of Employers business,
6c) Solicit or otherwise communicate with any employee, supplier, independent
contractor or consultant of Employer encouraging such individual to engage in
any "Competitive Business," as hereinafter defined.
6d) Employee acknowledges that the needs of Employer to protect itself from
disclosure of information and competition are reasonable and justifiable. If
the provisions hereof relating to the area of restriction or the periods of
restriction are deemed to exceed maximum area or periods which a court having
jurisdiction over the matter would deem enforceable, the area or periods shall,
for the purposes hereof, be deemed the maximum area or periods which such court
would deem valid and enforceable.
To the extent that any term or provisions of this Paragraph (j) shall be deemed
unenforceable by a court of competent jurisdiction, it is the intention of the
parties that such unenforceable provision be severed independently and that the
remaining terms and provisions of this paragraph shall remain in full force and
effect and enforceable. Employee also acknowledges that, in the event of any
breach or threatened breach of the provisions of this Paragraph (j), or any part
hereof, Employer will be irreparably injured and Employer's remedy at law may be
inadequate. Therefore, Employer shall be entitled to injunctive relief for any
threatened or actual breach of the provisions of this Paragraph
5, together with such other equitable and legal relief as may be appropriate
under the circumstances. No remedy shall exclusive, and all remedies shall be
deemed cumulative.
7.) DISCLOSURE OF INFORMATION
Employee represents and warrants that he is not a party to, or bound by any
agreement, which forbids his entry into, or limits his right of action under
this Agreement Employee has disclosed to Employer.
8.) EMPLOYEE INDEMNIFICATION
Employer agrees to indemnify Employee and hold Employee harmless to the extent
9.) GENERAL PROVISIONS
9a) Agreement Binding Upon Successors and Heirs:
This Agreement shall inure to the benefit of and be binding upon Employer, and
their successors and Employee, his heirs, executors, administrators and legal
representatives.
9b) Notices:
Any notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed (by registered or certified mail, postage
prepaid) to Employer or Employee, as the case may be, at its or his address
herein above stated.
9c) Terms Unenforceable:
If any part of this Agreement shall be found in any action, suit or proceeding
to be invalid or ineffective, the validity and effect of the remaining parts (as
construed without regard to such invalid and ineffective part) shall not be
affected.
9d) No Assignment or Transfer:
This Agreement is personal in its nature and the parties hereto shall not,
without the consent of the other, assign or transfer this Agreement or any
rights or obligations here under.
9e) No Amendment:
Agreement may be amended, modified, superseded or canceled, and only a written
instrument executed by any two (2) of the parties hereto hereof may waive any of
the terms or conditions.
9f) Failure to Object Not A Waiver:
No waiver of any nature, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such condition or of any breach, or a waiver of any other
condition or of any breach of any other term of this Agreement.
9g) Execution in Counterparts:
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
9h) Supersedes:
Agreement supersedes any and all other agreements either oral or in writing,
between the parties hereto with respect to the employment of the Employee by the
Employer and contains all of the covenants and agreements between the parties
with respect to such employment.
9i) Governing Law:
This Agreement shall be construed in accordance with the laws of the State of
California.
9j) Binding Arbitration:
Any disputes there under shall be submitted to binding arbitration in Los
Angeles, California, under the rules of the American Arbitration Association.
Employee has been advised of his right to consult with independent counsel and
has consulted with that independent counsel to the degree he deemed necessary.
IN WITNESS WHEREOF, the parties hereto have executed this EMPLOYMENT AGREEMENT
on April 1, 2000, in Los Angeles, California
EMPLOYER EMPLOYEE
______________________________ ___________________________
Xxxxxx Xxxxxxxx/Chairman/CEO Xxxx X. Xxxxxxxxx
