XXXXX X. XXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1 day of August 1996, effective as of the 1st day of August 1996, by
and between Worldwide Petromoly Corporation (hereinafter referred to as
"Employer" or "Petromoly") a Delaware Corporation, having its principal place
of business at 00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 and
Xxxxx X. Xxxxxx (hereinafter referred to as "Employee").
RECITALS:
1. Employer desires to employ Employee as its President.
2. Employee desires to be employed by Employer in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment as President of the Employer in the Houston, Texas, office
of Employer (or in such other position and/or locations as may be mutually
agreed upon) upon the terms and conditions hereinafter set forth.
2. TERM OF EMPLOYMENT. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement (the "Term") shall commence
on the 1st day August, 1996,and shall terminate on July 31, 2001, subject to
annual reviews by the Board of Directors. After July 31, 2001, the parties
may extend this Agreement for additional periods of time and at such
compensation as is mutually agreed upon by the parties from time to time upon
the execution of a mutually agreed written Extension Agreement prior to the
end of the Term or any extension thereof. Such additional extensions shall be
valid until written notice of termination is delivered by either party thirty
(30) days in advance of the termination date of this Agreement. If the parties
to this Agreement fail to execute an Extension Agreement, unless otherwise
terminated, this Agreement shall be automatically renewed for an additional
twelve (12) month period from the expiration of the Term, or from the end of
any period covered by any subsequently executed extension, under the same
terms and conditions applicable at the end of the Term, or as may be amended
in writing, and shall automatically renew in such manner each year thereafter.
3. DUTIES. During the Employment Period the Employee agrees to serve
as President of Petromoly, except as may be modified by the written agreement
of the parties hereto. In his capacity as President, Employee will have full
control of, and be responsible for, the day to day operations of Petromoly and
will perform such duties and responsibilities for Petromoly as may from time
to time be assigned to him by the Board of Directors of Petromoly. Employee
shall have supervision and responsibility for all areas of Petromoly, and
shall report directly to the Chairman of the Board of Petromoly. Employee
shall have no responsibility for payroll nor for the filing of any payroll tax
return, nor for payment of any tax of any kind that may be due or payable by
Petromoly or any of its divisions.
4. COVENANT NOT TO COMPETE. In consideration of Petromoly providing
Employee with access to its trade secrets and other confidential information,
Employee agrees that he will not, either directly or indirectly, carry on or
engage in any business that uses any of Petromoly's proprietary information
regarding MSO2, Molydisulfide, that competes with the business conducted by
Petromoly during the initial term of this contract, and for a total of five
(5) years following the later of the expiration of the initial term, or any
extension of this contract or termination.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Employer shall pay Employee as follows:
(a) SALARY. Employee shall receive a minimum monthly gross
salary of $8,333.33 that shall be payable every two weeks.
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the Board of
Directors of Employer. Such bonuses shall be paid at such times and in such
amounts as the Board of Directors may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
(d) OPTIONS. Employee will receive a number of stock options,
five (5) year term, to purchase an equal number of Petromoly shares of common
stock as follows:
DATE EARNED #OF OPTIONS EXERCISE PRICE
August 1, 1996 100,000 $2.00
August 1, 1997 65,000 $2.00
August 1, 1998 65,000 $2.00
August 1, 1999 70,000 $2.00
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $500.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) In addition to any key man insurance maintained by Employer
for its benefit, Employer shall use its best efforts to purchase and pay what
the Board of Directors considers to be, in its sole discretion, a reasonable
premium on a life insurance policy covering Employee in the amount of at least
$1,000,000. Employee shall have the sole right to designate one or more
beneficiaries under such policy.
(b) Employer shall continue the salary of Employee for the full
term of this Agreement if Employee is not able to perform his duties as a
result of personal injury, disability or illness. Employer shall use its best
efforts to purchase and pay what the Board of Directors considers to be, in
its sole discretion, a reasonable premium to maintain a disability income
policy which shall commence payment of benefits to Employee beginning not
later than the day that the term of this Agreement ends, at a rate equal to at
least 60% of his compensation for the twelve month period immediately
preceding the illness, injury or other event causing disability (including
deferred or postponed payments).
(c) Employer shall include Employee and his dependents under
Employer's current major medical benefit plan at no cost to Employee.
(d) Employee shall be entitled to participate in any employee
benefit plans or agreements maintained or adopted in the future by Employer
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to employees generally by
Employer.
8. VACATION. Employee shall be entitled each year to a total of three
(3) weeks of paid annual vacation, personal and sick leave.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Employer's principal executive office (at which he shall be
stationed). Employee shall also be provided stenographic help and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Employer shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Employer.
11. TERMINATION OF EMPLOYMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the Board of Directors of Petromoly that "due cause" exists
for the termination of the relationship created by this Agreement. As used
herein, the term "due cause" shall include, but is not limited to, the
following events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid and earned salary
and bonus pay, through the date of termination, if any. Such amounts shall be
paid in a lump sum within 30 days after the effective date of his termination
of this Agreement. If this Agreement is terminated for anything other than
good cause, any options to purchase shares which would be exercisable during
the Term of this Agreement or any extension thereof shall become fully
exercisable upon the termination of this Agreement.
13. WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. if any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is not assignable by Employer
except with the consent of Employee, which shall not be unreasonably withheld,
and then only to a partnership, corporation, or other entity which shall
purchase substantially all of its assets or shall be its legal successor
pursuant to any merger, consolidation, or other action permitted by law.
Subject to the qualification in the preceding sentence, the rights and
obligations of Employer under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of Employer.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. if any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
Xxxxx X. Xxxxxx
00000 Xxxxxxx Xxx Xxxxx
Xxxxxx, Xxxxx 00000
If to Employer:
Xxxxxxx Xxxxxxx
Worldwide Petromoly Corporation
0000 Xxxx Xxx Xxxx. Xxxxx 000
Xxxxxxx, Xxxxx 00000
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Chairman of the Board of Directors
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
