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EXHIBIT 10(b)
EMPLOYMENT CONTRACT
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
AIR PACKAGING TECHNOLOGIES, INC., a Delaware corporation, located at 00000 Xxx
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, (hereinafter referred to as the
"Employer"), and XXXXXX MC MINN 0000 Xxxxxxxxx Xxxx, Xxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0, (hereinafter referred to as the "Employee"), in consideration
of the mutual promises made herein, agree as follows:
1. SPECIFIED TERM. The Employer hereby employs Employee and Employee
hereby accepts employment with Employer for a period of 60 months, beginning
July 1, 1998. The term of this Agreement shall automatically renew for
successive 12 month terms at the end of each term, unless terminated by either
party at the end of any term by written notice to the other at least 90 days
before expiration of the term.
2. EARLIER TERMINATION. This Agreement may be terminated earlier as
hereinafter provided.
3. TITLE AND DESCRIPTION OF DUTIES. Employee shall serve as the
President and Chief Executive Officer of Employer at its office in Valencia,
California. The parties agree his services shall be rendered both from Southern
California, and from Vancouver, Canada, where he maintains offices.
4. LOYAL AND CONSCIENTIOUS PERFORMANCE OF DUTIES. Employee agrees that
to the best or his ability and experience he will at all times loyally and
conscientiously perform all of the duties and obligations required of him either
expressly or implicitly by the terms of this Agreement.
5. SALARY. As compensation for the services to be rendered by Employee
hereunder, Employer shall pay Employee a monthly salary during the term (and
each successive term) of this Agreement of $14,000 per month, until increased
by mutual agreement of the parties.
6. TAX WITHHOLDING. Employer shall have the right to deduct or withhold
from the compensation due to Employee hereunder any and all sums required for
federal income and Social Security taxes and all state or local taxes now
applicable or that may be enacted and become applicable in the future.
7. VACATION. Employee shall be entitled to three weeks of paid vacation
each calendar year, over the term of this Agreement.
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8. SICK PAY. Employee shall be entitled to 20 days per year as sick
leave with full pay. Sick leave may be accumulated up to a total of 30 days, and
used any time.
9. CAR ALLOWANCE. Employer shall lease a car for Employee over the term
of this Agreement. If required by the leasing company, the lease contract will
be written with Employee as the lessee. In such event, Employer agrees to take
over all obligations under the lease contract on the earlier of the end of the
term of the commitment, or the date on which Employee's employment is
terminated, and to hold Employee harmless from any and all cost or liability.
Employer will pay for all operating expenses of any nature with regard to the
automobile provided by the Employee.
10. BUSINESS EXPENSES. The Employer shall promptly reimburse Employee
for all reasonable business expenses incurred by Employee in promoting the
business of Employer, including expenditures for entertainment, gifts and
travel.
Each such expenditure shall be reimbursable only if it is of a
nature qualifying it as a proper deduction on the Federal and State income tax
return of Employer.
11. MONIES DUE EMPLOYEE. Employer shall pay to Employee any business
expenses or accrued salaries due, within 30 days after notice of termination by
Employer or by Employee.
12. GROUP LIFE INSURANCE. Employer agrees to include Employee under any
Employer's group term life insurance coverage it provides to all Employees, if
any.
13. GROUP MEDICAL INSURANCE. Employer agrees to include Employee and
Employee's spouse and dependents under Employer's group medical insurance
coverage or self-funded coverage. There shall be a choice by the Employee as to
type of coverage (i.e., PPO, POS plans).
14. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE. Employer shall obtain
and pay all cost of Officers' and Directors' Liability insurance, which shall
cover all usual liability risks associated with Employee's position as an
officer and director.
15. STOCK OPTIONS: As a bonus to Employee for entering into this
Agreement, Employer agrees to provide for Employee's participation in all key
man stock option plans and/or grants, on terms to be established at Employer's
discretion. The stock options granted shall provide that the options will
continue for a period of six months after the date of termination of employment.
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16. TERMINATION FOR CAUSE.
a. Employer reserves the right to terminate this Agreement if
employee (1) willfully breaches or habitually neglects the duties which
he is required to perform under the terms of this Agreement; or (2)
commits acts of dishonesty, fraud, misrepresentation, or other acts of
moral turpitude, that would prevent the effective performance of his
duties.
b. Employer may at its option terminate this Agreement for the
reasons stated above by giving written notice of termination to Employee
without prejudice to any other remedy to which Employer may be entitled
either at law, in equity, or under this Agreement.
c. The notice of termination required by this Section shall
specify the ground for the termination and shall be supported by a
statement of relevant facts.
d. Termination under this section shall be considered "for
cause" for the purposes of this Agreement.
17. TERMINATION WITHOUT CAUSE.
a. This Agreement shall be terminated upon the death or
permanent disability of Employee such that he cannot fulfill his
responsibilities under this Agreement.
b. Termination under this section shall be considered
"termination without cause" for the purposes of this Agreement.
18. TERMINATION BY EMPLOYEE.
(a) Employee may terminate his obligations under this Agreement
at any time by giving Employer at least three months' notice in advance;
(b) Termination under this section shall be considered voluntary
termination.
19. EFFECT OF TERMINATION UPON COMPENSATION.
(a) In the event that this Agreement is terminated prior to the
completion of the term of employment specified herein, Employee shall be
entitled to the compensation and expense reimbursements earned by and
vested
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in him prior to the date of termination as provided for in this
Agreement, computed pro rata up to and including that date.
(b) "Termination for Cause". In the event of termination "for
cause", Employee shall be entitled to 12 months' compensation from the
date of termination, in addition to that set forth in Subsection (a)
above.
(c) "Termination Without Cause". In the event of termination
"without cause", Employee shall be entitled to 18 months' compensation
from the date of termination, in addition to that set forth in
Subsection (a) above.
(d) "Termination by Employee". In the event of voluntary
termination, Employee shall be entitled to compensation as set forth in
Subsection (a) above.
(e) "Termination on Death or Permanent Disability": If Employee
is terminated due to his death or permanent disability, Employer agrees
to pay Employee (or his Estate) 50% of Employee's monthly salary under
this Agreement, payable in the same manner as provided for the payment
of salary herein, for a period of 24 months after termination.
20. NOTICES. Any and all notices or other communications required or
permitted to be given by either party to the other shall be in writing and may
be transmitted either by personal delivery or by mail, registered or certified,
postage prepaid, with return receipt requested. Notices shall be deemed duly
served and given when personally delivered to the party to whom directed or any
of its officers or, in lieu of such personal service, when deposited in the
United States mail, first class postage prepaid, addressed as follows:
To Employer: Air Packaging Technologies, Inc.
00000 Xxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
copy to: Xxxxxx X. Xxxxx, Esq.
Xxxxx & Associates
P. 0. Xxx 00000
Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
To Employee: Xxxxxx XxXxxx
0000 Xxxxxxxxx Xxxx
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
21. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the
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employment of Employee by Employer, and contains all of the covenants and
agreements between the parties with respect to that employment in any manner
whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding.
22. MODIFICATIONS. Any modification of this Agreement will be effective
only if it is in writing signed by the party to be charged.
23. EFFECT OF WAIVER. The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenants or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
24. PARTIAL INVALIDITY. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
25. LAW GOVERNING AGREEMENT. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
26. SUMS DUE DECEASED EMPLOYEE. If Employee dies prior to the expiration
of the term of his employment, any sums that may be due him from Employer under
this Agreement shall be paid to Employee's executors, administrators, heirs, or
personal representatives.
27. ATTORNEYS' FEES AND COSTS. If any legal action 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 that party may be entitled. This provision
shall be construed as applicable to the entire contract.
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Executed effective July 1, 1998, at Valencia, California.
EMPLOYER
AIR PACKAGING TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXX
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EMPLOYEE
/s/ XXXXXX MC MINN
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XXXXXX MC MINN
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