EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") is
made this 1st day of July, 1998, by and between ENTECS, INC. (hereinafter
referred to as the "Corporation"), a Colorado corporation, and Xxxx Xxxxxxx
(hereinafter referred to as the "Employee").
1. EMPLOYMENT. The Corporation hereby employs the Employee and the Employee
hereby accepts employment with the Corporation upon the terms and conditions
hereinafter set forth.
2. TERM. Subject to the provisions respecting the termination of this
Agreement as set forth in Sections 8 and 9 hereof, the term of this Agreement
shall be for the period beginning the date hereof and extending until and
through June 30, 1999, and may be extended for one or more additional periods of
one (1) year as may be agreed to in writing by the parties hereto.
3. DUTIES. The Employee is engaged as a President of the Corporation and
his duties shall be those related to the principal business of the Corporation
including but not limited to all phases of advertising and promotion of
development of the Corporation=s business as described in its business plan and
such other phases of the Corporation's business as may from time to time be
determined by the Board of Directors of the Corporation.
4. COMPENSATION. As the entire compensation to the Employee for his
services to the Corporation under and during the term of this Agreement, in
whatever capacity rendered, the Corporation shall pay to the Employee a salary
of Eight Thousand Deutsch Xxxx (DM 8,000) per month payable in a manner in
accordance with the Corporation's normal payroll policy; provided, however, that
the Corporation shall pay to the Employee such additional cash bonus, if any, as
shall be decided by the Board of Directors of the Corporation in its sole
discretion. Employee=s salary shall be paid to him in Germany and all German
federal, state and local withholding taxes shall be withheld and paid to the
appropriate taxing authorities.
5. EXTENT OF SERVICE. The employee shall devote his at least 50% of his
working time, attention and energies to the performance of his duties under this
Agreement and shall utilize his best efforts in furtherance of the business of
the Corporation. It is further understood that Employee is involved as an
officer and board member of at least one other company. The Corporation
expressly acknowledges and approves of this outside employment.
6. EXPENSES. The Employee is authorized to incur reasonable expenses for
promoting the business of the Corporation, including expenses for entertainment,
travel and other similar items. The Corporation shall reimburse the Employee for
all such expenses upon the presentation by the Employee, from time to time, of
an itemized accounting for such expenditures.
7. AGREEMENTS BY CORPORATION.
a. The Corporation shall include the Employee, the spouse of the
Employee and all children of the Employee in all medical and health plans
and shall include the Employee in all disability and wage continuation
plans adopted by the Corporation.
b. The Corporation shall include the Employee in all group-term life
insurance plans of the Corporation.
c. In the event that the Employee shall die while in the employ of the
Corporation, the Corporation shall pay to the Employee's beneficiary (as
hereinafter defined) a death benefit in the amount of Ten Thousand Dollars
($10,000.00). Said death benefit shall be payable by the Corporation to the
Employee's beneficiary promptly following Employee=s death. For the
purposes of this Agreement "beneficiary" shall mean such person or persons
as the Employee shall designate as such by notice, in writing, from the
Employee, addressed to the Corporation. The Employee may, from time to
time, change the designation of such beneficiary. In the absence of any
such designation by the Employee, the word "beneficiary" shall mean the
personal representatives of the Employee.
d. The Corporation agrees to permit the Employee to become a
participant in any retirement or pension and profit sharing plan which the
Corporation may establish at such time that the Employee shall become
eligible to participate therein according to the terms and provisions of
said pension plan.
8. TERMINATION UPON LIQUIDATION. Anything herein contained to the contrary
notwithstanding, upon thirty (30) days' prior written notice to the Employee,
the Corporation, at any time subsequent to the adoption of a resolution by the
Board of Directors of the Corporation to the substantial effect that the Board
of Directors deems it advisable that the business of the Corporation be
terminated and its assets liquidated, may terminate this Agreement and all of
the rights, obligations and duties of the parties hereunder.
9. DISCHARGE FOR CAUSE. Anything contained in this Agreement to the
contrary notwithstanding, the Corporation may discharge the Employee for cause
at any time upon ten (10) days' prior written notice, and upon the occurrence of
such discharge for cause, this Agreement and all the rights, duties and
obligations hereunder shall terminate except that the restrictions and
provisions imposed on the Employee as set forth in Sections 10, 11 and 12 hereof
shall remain in effect.
10. RESTRICTIVE COVENANT. For a period of one (1) year commencing on that
date upon which the Employee shall leave the employ of the Corporation for any
reason whatsoever, the Employee shall not, within a radius of one hundred (100)
kilometers of Munich, Germany directly or indirectly, enter into or carry on as
owner, employee or otherwise a business or businesses that compete with the
Corporation. The employee further agrees that he shall not for a period of one
(1) years following that date upon which he shall leave the employ of the
Corporation for any reason whatsoever, solicit, directly or indirectly, for his
own account or for the account of others, orders for services of a kind and
nature like or similar to services performed by the Corporation during the
Employee's employment with the Corporation from any party which was a client or
customer of the Corporation or which the Corporation was actively soliciting to
be a customer or client during the twelve (12) month period preceding that date
upon which the Employee shall leave the employ of the Corporation, nor shall the
Employee at any time, directly or indirectly, urge any customer or client or
potential customer or client of the Corporation to discontinue, in whole or in
part, business, or not to do business, with the Corporation. As a violation by
the Employee of the provisions of this Section could cause irreparable injury to
the Corporation and there is no adequate remedy at law for such violation, the
Corporation shall have the right, in addition to any other remedies available to
it, at law or in equity, to enjoin the Employee in a court of equity for
violating such provisions.
11. CONFIDENTIAL INFORMATION. The Employee shall not, either during the
term of this Agreement or at any time for a period of one (1) year subsequent to
that date upon which the Employee shall leave the employ of the Corporation for
any reason whatsoever, disclose to any person, other than in the discharge of
the duties of the Employee under this Agreement, any information concerning (a)
the business operations, or internal structure of the Corporation, (b) the
customers or clients of the Corporation, (c) past, present or future research
done by the Corporation respecting the business or operations of the Corporation
or customers or clients or potential customers or clients of the Corporation,
(d) the Employee's work performed for any customer or client of the Corporation,
or (e) any method or procedure relating or pertaining to projects developed by
the Corporation or contemplated by the Corporation to be developed. Further,
upon leaving the employ of the Corporation for any reason whatsoever, the
Employee shall not take with him/her, without the prior written consent of the
Board of Directors of the Corporation, any drawing, blueprint, or other
reproduction or any data, reports, programs, tapes, card decks, listings,
programming documentation, or any other written, graphic or recorded information
relating or pertaining to the Corporation. As a violation by the Employee of the
provisions of this Section could cause irreparable injury to the Corporation and
there is no adequate remedy at law for such violation, the Corporation shall
have the right, in addition to any other remedies available to it at law or in
equity, to enjoin the Employee in a court of equity for violating such
provisions.
12. REIMBURSEMENT OF DISALLOWED EXPENSES. In the event that any expenses
paid by the Corporation for the Employee or any reimbursement of expenses by the
Corporation to the Employee shall, upon audit or other examination of the income
tax returns of the Corporation, be determined not to be allowable deductions
from the gross income of the Corporation and such determination shall be acceded
to by the Corporation, or such determination shall be made final by the
appropriate state or federal taxing authority or a final judgment of a court of
competent jurisdiction and no appeal shall be taken therefrom, or the applicable
period for filing a notice of appeal shall have expired, then in such event, the
Employee shall rebate to the Corporation the dollar amount of such disallowed
expenses. Such repayment may not be waived by the Corporation.
13. BENEFIT. This Agreement shall inure to the benefit of and be binding
upon the Corporation, its successors and assigns, including, but not limited, to
(i) any corporation which may acquire all or substantially all of the
Corporation's assets and business, (ii) any corporation with or into which the
Corporation may be consolidated or merged, or (iii) any corporation that is the
successor corporation in a share exchange, and the Employee, his heirs,
guardians and personal and legal representatives.
NOTICES. All notices and communications hereunder shall be in writing and
shall be deemed given when sent postage prepaid by registered or certified mail,
return receipt requested, and, if intended for the Corporation, shall be
addressed to it, to the attention of its Board of Directors, at Xxxxxxxxx. 00,
00000 Xxxxxx, Xxxxxxx, with a copy to Xxxx X. Xxxxxxx, Xxxxx & Xxxxxxx, P.C.,
000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, or at such other address of
which the Corporation shall have given notice to the Employee in the manner
herein provided, and if intended for the Employee, shall be addressed to him at
Xxxxxxxxx.0, 00000 Xxxxxx, Xxxxxxx, or at such other address of which the
Employee shall have given notice to the Corporation in the manner herein
provided.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties, and may be amended, waived, changed, modified, extended or rescinded
only by a writing signed by the party against whom any such amendment, waiver,
change, modification, extension or rescission is sought.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first above written.
ENTECS, INC.
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By: Xxxx Xxxxxxx, President
ATTEST:
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By: Xxxxx Xxxxxxx, Secretary
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Xxxx Xxxxxxx
