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EMPLOYMENT AGREEMENT
This employment agreement (this "Agreement") is made effective as of
November 2, 1998, by and between Nova Pharmaceutical, Inc, ("the
Employer"), of 00000 Xxxxxx Xxxxx, xxxxx 0x, Xxxx Xxxxxxxx, Xxxxxxxxxx,
00000, and Xxxx Xxxxx, (the Employee"), of 00000 Xxxxxxx Xxx #000,
Xxxxxxxx, Xxxxxxxxxx, 00000.
A. Employer is engaged in the business of manufacturing and
distributing natural food supplements. The Employee will primarily
perform the job duties at the following location: 00000 Xxxxxx Xxxxx,
Xxxxx 0X, Xxxx Xxxxxxxx Xx. 00000.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree to:
1. EMPLOYMENT. Employer shall employ Employee as a Senior Vice
President-Sales and Marketing and National Sales and Marketing
Director. Employee shall provide to Employer the following services:
As part of your duties, you will be responsible in preparing and
developing the yearly sales figures for years three through five.
These figures are to be submitted to the Company for approval 90 days
prior to the end of the Company's fiscal year. Employee accepts and
agrees to such employment, subject to the general supervision, advice
and direction of Employer and the Employer's supervisory personnel.
Employee shall also perform (i) such other duties as are customarily
performed by an employee in a similar position, and (ii) such other
and unrelated services and duties as may be assigned to Employee from
time to time by Employer.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform
faithfully, industriously, and to the best of Employee's ability,
experience, and talents, all of the duties that may be required by the
express and implicit terms of this Agreement, to the reasonable
satisfaction of Employer. Such duties shall be provided at such
place(s) as the needs, business, or opportunities of the Employer may
require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services
provided by Employee under this Agreement, Employer will pay Employee
an annual salary of $90,000 payable in accordance with Employer's usual
payroll procedures. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that the Employee shall
be entitled to payments for periods or partial periods that occurred
prior to the date of termination and for which the Employee has not yet
been paid. Accrued vacation will be paid in accordance with state law
and the Employer's customary procedures. This section of the Agreement
is included only of accounting and payroll purposes and should not be
construed as establishing a minimum or definite term of employment.
4. BONUS PAYMENTS. Employee shall receive a bonus equal to ten
percent (10%) of Employee's base salary if the Gross Sales of the
Company are within eighty percent (80%) of the Plan. If the Gross
Sales Volume are within one hundred percent (100%) of the Plan a bonus
equal to twenty percent (20%) of Employee's base salary shall be paid.
Should the Gross Sales of the company exceed twenty percent (20%) or
more of the Plan, then Employee shall receive a bonus equal to thirty
percent (30%) of his base salary. This bonus payment will be paid
monthly on the ninety days after the close of the calendar year day of
the following month. Upon request by Employee, Employer will make
advances against expected commissions in accordance with Employer's
usual policies.
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a. Right to Inspect. The Employee, or the Employee's agent, shall
have the right to inspect Employer's records for the limited purpose of
verifying the calculation of the commission payment, subject to such
restrictions as Employer may reasonably impose to protect the
confidentiality of the records. Such inspections shall be made during
reasonable business hours as may be set by Employer.
5. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY.
The Employer will reimburse Employee for the following "out of pocket"
expenses in accordance with Employers policies in effect form time to
time:
Travel expenses
Meals
Professional dues and expenses
6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall
provide Employer with all information, suggestions, and recommendations
regarding Employer's business, of which Employee has knowledge that
will be of benefit to Employer.
7. CONFIDENTIALITY. Employee recognizes that Employer has and
will have information regarding the following:
Inventions
Products
Prices
Costs
Future plans
And other vital information (collectively, "Information") which are
valuable, special, and unique assets of Employer. Employee agrees that
the Employee will not at any time or in any manner, either directly or
indirectly, divulge, disclose, or communicate any Information to any
third party without the prior written consent of the Employer.
Employee will protect the Information and treat is as strictly
confidential. A violation by Employee of this paragraph shall be a
material violation of this Agreement and will justify legal and/or
equitable relief.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that
Employee has disclosed (or has threatened to disclose) Information in
violation of this Agreement, Employer shall be entitled to an
injunction to restrain Employee from disclosing in whole or in part,
such Information, or from providing any services to any party to whom
such Information has been disclosed or may be disclosed. Employer
shall not be prohibited by this provision from pursuing other remedies,
including a claim for losses and damages.
9. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The
confidentiality provisions of this Agreement shall remain in force and
effect for a One-year period after the termination of Employee's
employment. During such One-year period, neither party shall make or
permit the making of any public announcement or statement of any kind
that Employee was formerly employed by or connected with Employer.
10. NON-COMPETE AGREEMENT. Employee recognizes that the various
items of Information are special and unique assets of the company and
need to be protected from improper disclosure. In consideration of the
disclosure of the Information to Employee, Employee agrees and
covenants that for a period of one year following the termination of
this Agreement, whether such termination is voluntary or involuntary,
Employee will not directly or indirectly engage in any business
competitive with Employer. This covenant shall apply to the
geographical area that includes, but is not limited to, (i) engaging in
a business as owner, partner, or agent, (ii) becoming an employee of
any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such
business, or (iv) soliciting any customer of Employer for the
benefit of a third party that is engaged in such business.
11. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Employee shall
not have the right to make any contracts o9r commitment for or on
behalf of Employer without first obtaining the express written consent
of Employer.
12. VACATION. Employee shall be entitled to two weeks of paid
vacation for each year of employment beginning on the first day of
Employee's employment. Such vacation must be taken at a time mutually
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convenient to Employer, and Employee, and must be approved by Employer.
Requests for vacation shall be submitted to Employee's immediate
supervisor sixty days in advance of the requested date such vacation
would commence.
13. SICK LEAVE. After completion of ninety days of employment,
Employee shall be entitled to _______ hour(s) paid time due to illness
each calendar year effective January 1,1998. Sick leave benefits may
not be converted into cash compensation. All requests for sick days
off shall be made by Employee in accordance with Employer policies in
effect from time to time.
14. HOLIDAYS. Employee shall be entitled to the following holidays
with pay during each calendar year: New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas Day.
15. INSURANCE BENEFITS. Employee shall be entitled to insurance
benefits, in accordance with the Employer's applicable insurance
contract(s) and policies, and applicable state law. These benefits
shall include: Health Insurance.
16. OTHER BENEFITS. Employee shall be entitled to the following
additional benefits:
If eighty percent 80%) if the sales volume based on Plan is achieved
then Employee shall be entitled to five thousand (5000) shares of
stock at a value of $2.00 a share which will become vested immediately.
If one hundred percent (100%) of the sales volume based on the Plan is
achieved then the Employee shall be entitled to ten thousand (10,000)
shares of stock at $2.00 a share. Should twenty five percent (25%) or
more of sale volume based on the Plan be achieved, then Employee shall
be entitled to twenty five thousand (25,000) shares of stock at
$2.00 per share.
17. TERM/TERMINATION. Employee's employment under this agreement
shall be for an unspecified term on an "at will" basis. This
Agreement may be terminated by either party upon two weeks notice. If
Employer shall so terminate this Agreement, the Employee is entitled to
a proration of any bonuses earned. If the employee leaves the Company
for any reason, the Company's stock is to be relinquished at the value
of $2.00 per share, unless the Employee is in violation of this
Agreement. If Employee is in violation of this Agreement, Employer may
terminate employment without notice and with compensation to Employee
only to date of such termination.
18.TERMINATION FOR DISABILITY. Employer shall have the option to
terminate this Agreement, if Employee becomes permanently disabled and
is no longer able to perform the essential functions of the position
with reasonable accommodation. Employer shall exercise this option by
giving 30 days written notice to Employee.
19.COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with
all of the rules and regulations of Employer.
20.RETURN OF PROPERTY. Upon termination of this Agreement, the
Employee shall deliver all property (including keys, records, notes,
data, memoranda, models, and equipment) that is in the Employee's
possession or under the Employee's control which is Employer's
property or related to Employer's business. Such obligation shall be
governed by any separate confidentiality or proprietary rights signed
by the Employee.
21. NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed delivered when
delivered in person or deposited in the United States mail, postage
paid, addressed as follows:
Employer:
Nova Pharmaceutical, Inc.
Xxxxx Xxxx CEO and President
00000 Xxxxxx Xx Xxxxx 0x
Xxxx Xxxxxxxx, Xx 00000
Employee:
Xxxx Xxxxx
00000 Xxxxxxx Xxx Xxx X 000
Xxxxxxxx Xx 00000
Such address may be changed from time to time by either party by
providing written notice in the manner set forth above
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22. ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties and there are no other promises or conditions in any
other agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
23. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
24. SEVERABILITY. If any provisions of this Agreement shall be
held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid or
enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
25. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as a
waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
26. APPLICABLE LAW. This Agreement shall be governed by the laws
of the State of California.
Employer:
Nova Pharmaceutical, Inc
By: /s/ Xxxxx Xxxx
Xxxxx Xxxx
CEO and President
AGREED TO AND ACCEPTED
/s/ Xxxx Xxxxx
By Xxxx Xxxxx 11-3-98
