KEY EMPLOYEE EMPLOYMENT AGREEMENT
This employment agreement ("Agreement") is made and entered into as of this
date by and between FIRST IMPRESSIONS ("Corporation"), and XXXXX X. XXXXX
("Employee").
WHEREAS, Employer and Employee desire that the term of this Agreement begin
on October 18, 2000 ("Effective Date").
WHEREAS, Employer desires to employ Employee as its President and Chief
Executive Officer and Employee is willing to accept such employment by
Employer, on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Duties. During the term of this Agreement, Employee agrees to
be employed by and to serve Employer as its President and Chief Executive
Officer, and Employer agrees to employ and retain Employee in such
capacities. Employee shall devote a substantial portion of his business
time, energy, and skill to the affairs of the Employer as Employee shall
report to the Employer's Board of Directors and at all times during the term
of this Agreement shall have powers and duties at least commensurate with his
position as President and Chief Executive Officer.
Section 2. Term of Employment.
2.1 Definitions. For the purposes of this Agreement the following terms
shall have the following meanings:
A. "Termination For Cause" shall mean termination by Employer of
Employee's employment by Employer by reason of Employee's willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, Employer or
by reason of Employee's willful material breach of this Agreement which has
resulted in material injury to Employer.
B. "Termination Other Than For Cause" shall mean termination by
Employer of Employee's employment by Employer (other than in a Termination
for Cause) and shall include constructive termination of Employee's
employment by reason of material breach of this Agreement by Employer, such
constructive termination to be effective upon notice from Employee to
Employer of such constructive termination.
C. Voluntary Termination" shall mean termination by Employee of
Employee's employment by Employer other than (i) constrictive termination as
described in subsection 2.1(b), (ii) "Termination Upon a Change in Control,"
and (iii) termination by reason of Employee's death or disability as
described in Sections 2.5 and 2.6.
2.2 Initial Term. The term of employment of Employee by Employer shall be
for a period of six (6) months beginning with Effective Date ("Initial
Term"), unless terminated earlier pursuant to this Section. At any time
prior to the expiration of the Initial Term, Employer and Employee may by
mutual written agreement extend Employee's employment under the terms of this
Agreement for such additional periods as they may agree.
2.3 Termination For Cause. Termination For Cause may be effected by
Employer at any time during the term of this Agreement and shall be effected
by written notification to Employee. Upon Termination For Cause, Employee
shall promptly be paid any accrued salary.
2.4 Termination Other Than For Cause. Notwithstanding anything else in this
Agreement, Employer may effect a Termination Other Than For Cause at any time
upon giving written notice to Employee of such termination. Upon any
Termination Other Than For Cause, Employee shall promptly be paid any accrued
salary.
2.5 Death. In the event of Employee's death during the term of this
Agreement, Employee's employment shall be deemed to have terminated as of the
last day of the month during which his death occurs and Employer shall
promptly pay to his estate or such beneficiaries as Employee may from time to
time designate any accrued salary.
2.6 Voluntary Termination. In the event of a Voluntary Termination,
Employer shall promptly pay any accrued salary.
2.7 Notice of Termination. Employer may effect a termination of this
Agreement pursuant to the provisions of this Section upon giving ten (10)
days' written notice to Employee of such termination. Employee may effect a
termination of this Agreement pursuant to the provisions of this Section upon
giving thirty (30) days' written notice to Employer of such termination.
Section 3. Salary, Benefits and Bonus Compensation.
3.1 Base Salary. As payment for the services to be rendered by Employee as
provided in Section 1 and subject to the terms and conditions of Section 2,
Employer agrees to pay to Employee a "Base Salary" for the six (6) calendar
months beginning the Effective Date at the rate of $500.00 per month.
3.2 Initial Payment. Employee shall receive an initial lump sum payment
of Three Thousand Dollars ($3,000.00) as a sign-on bonus.
Section 4. Payment Obligations. Employer's obligation to pay Employee
the compensation and to make the arrangements provided herein shall be
unconditional, and Employee shall have no obligation whatsoever to mitigate
damages hereunder.
Section 5. Confidentiality. Employee agrees that all confidential and
proprietary information relating to the business of Employer shall be kept
and treated as confidential both during and after
the term of this Agreement, except as may be permitted in writing by
Employer's Board of Directors or as such information is within the public
domain or comes within the public domain without any breach of this
Agreement.
Section 6. Withholdings. All compensation and benefits to Employee
hereunder shall be reduced by all federal, state, local and other
withholdings and similar taxes and payments required by applicable law.
IN WITNESS WHEREOF, the parties hereby have executed this Key Employee
Employment Agreement is 20th day of October, 2000.
FIRST IMPRESSIONS
By/s/ Xxxxx Xxxxx
XXXXX X. XXXXX, President
EMPLOYEE:
/s/ Xxxxx Xxxxx
XXXXX X. XXXXX
