EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 2 day of
June,
1997, by and between NEWCARE HEALTH CORPORATION, a Nevada Corporation,
hereinafter sometimes referred to as "EMPLOYER" and Xxxxx X. Sangreget
hereinafter sometimes referred to as "EMPLOYEE".
WHEREAS, the EMPLOYER has offered and the EMPLOYEE has accepted
employment
upon certain terms and conditions; and
WHEREAS, the parties desire to reduce the employment agreement in
writing;
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
W I T N E S S E T H :
ARTICLE I.
DUTIES AND TERM
FOR AND IN CONSIDERATION of Ten ($10.00) Dollars, and other good and
valuable considerations exchanged between the parties, receipt of which is
hereby
acknowledged,
The EMPLOYER does hereby employ the EMPLOYEE for a term of three (3)
years
to commence on the first day of June 1997, and to continue thereafter unless
sooner terminated as provided hereinafter below.
THE EMPLOYEE shall serve in a capacity with the EMPLOYER as Chief
Financial
Officer, or such other office as may be designated from time to time by the
Corporation's Board of Directors. The EMPLOYEE shall devote his full time,
undivided attention and full business efforts to his duties as an employee of
the
Corporation which shall include but are not limited to the following:
(a) Hire, train and employ all employees under him as may be required on
behalf of the Corporation for the Corporation to conduct its business in an
orderly fashion;
(b) Maintain physical responsibility by keeping or cause to be kept all
necessary financial books and records of the corporation in a customary and
orderly fashion;
(c) To report to the Corporation's executives or Board as from time to
time
shall be directed to the EMPLOYEE;
(d) To be a faithful and loyal employee and act in a fiduciary manner
with
the EMPLOYER in performing his duties in a professional and satisfactory
manner
as may be in the best interest of the EMPLOYER.
(e) To refrain from engaging in other business enterprises either
directly
or indirectly during this Agreement without the express prior written approval
of EMPLOYER.
ARTICLE II.
COMPENSATION AND BENEFITS
The EMPLOYER shall pay to the EMPLOYEE an annual salary of One Hundred
Forty-Four Thousand and 00/100 Dollars ($144,000) beginning June 1, 1997, One
Hundred Eighty-Four Thousand and 00/100 Dollars ($184,000) beginning June 1,
1998
and Two Hundred Twenty-Four Thousand and 00/100 Dollars ($224,000) beginning
June
1, 1999, payable in accordance with normal payroll procedures.
The EMPLOYER shall provide health insurance (Family Coverage) to the EMPLOYEE
upon its standard group policy of the EMPLOYER. The EMPLOYEE shall take such
holiday leave and sick leave with pay as may be determined by the EMPLOYER'S
Board. The EMPLOYEE shall receive three (3) weeks paid vacation each year of
the
Agreement. The EMPLOYER shall provide EMPLOYEE $500,000 term life insurance
during the term of this Agreement. The EMPLOYER shall pay EMPLOYEE $700 each
month car allowance during the term of this Aqreement.
ARTICLE III.
RESTRICTIVE COVENANTS
The EMPLOYEE further covenants and agrees that he will not, during the
term
of this employment nor for a period of two (2) years immediately following the
termination of this employment (regardless of whether said termination is
voluntary or involuntary) engage in the business of or be employed by a
business
entity in competition with the primary business of the EMPLOYER. For purposes
of
this Agreement, the primary business of the EMPLOYER is the operation and
management of health care facilities. This restrictive covenant shall apply in
a geographic area within twenty-five (25) miles of each city or cities in
which
the EMPLOYER does business or has done business during the term of this
Agreement. This restrictive covenant is apolicable to employment or service
directly or indirectly by the EMPLOYEE through consultation, advice or other
indirect methods of competition. The EMPLOYEE is further restricted upon
termination of this employment (voluntarily or involuntarily) from the
employment
of or offer of employment to any other employees of the Corporation or from
engaging in business in partnership or joint ownership of another business
entity
with any other employee of the Corporation for a period of twelve (12) months
after the termination either voluntarily or involuntarily of this Employment
Agreement.
The EMPLOYEE agrees that during the course of his employment, he will
acquire information and knowledge respecting the confidential affairs of the
EMPLOYER in various phases of its business. Accordingly, the EMPLOYEE agrees
that
he shall not, at any time, use for himself or disclose to any other person not
employed by the Corporation, any such knowledge or information heretofore
acquired or acquired during the term of this Agreement. He further agrees that
all memorandums, notes, records, papers and other documents and all copies
thereof relating to the Corporation's operation or business, some of which may
be prepared by him, and all other objects associated therewith and in any way
obtained by him, shall be the Corporation's property. This shall include, but
is
not limited to, documents and objects, concerning any process, system,
approach,
technique, consultation or advice to clients, business techniques and other
trade
secrets. At the conclusion of this Agreement, whether voluntarily or
involuntarily, the EMPLOYEE shall deliver all such documents and objects that
may
be in his possession to the Corporation, at the Corporation's request,
together
with his written certification of compliance.
The parties further agree that should the EMPLOYEE violate the terms of
this restrictive covenant, that the EMPLOYER shall be entitled to not only
monetary damages as may be assessed by a Court of competent jurisdiction, but
in
addition, extraordinary injunctive relief to prohibit perpetually violation of
these restrictive covenants.
ARTICLE IV.
MISCELLANEOUS
This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia. Should any particular provision or paragraph or
article of this Agreement be determined by a Court of competent jurisdiction
to
be illegal, then the remaining provisions shall be severable and legally
binding.
This Agreement shall inure to and be binding upon the Executors,
Administrators, and personal representatives of the EMPLOYEE and the
EMPLOYER'S
assigns or successors in interest. Should it become necessary to enforce any
of
the terms, provisions or obligations in this Agreement, the guilty party shall
pay the other parties' reasonable attorney fees incurred as a result of any
action for the enforcement of all rights, duties and obligations contained
herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 17 day of
June 1997.
EMPLOYER:
NEWCARE HEALTH CORPORATION
By: /s/ Xxxxx Xxxxxxx
Its: President
EMPLOYEE:
/s/ Xxxxx X. Xxxxxxxxx
XXXXX X. XXXXXXXXX
