EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of this twentieth day of March
2000, by and between PVAXX Corporation, a company organized and existing under
the laws of Florida USA, and Xxxxx Xxxxxxx, an individual.
WHEREAS PVAXX is engaged in the manufacturing and sale of certain polymer
Material, known as PVAXX polymer, used for the manufacturing of plastic
materials and related products; and
WHEREAS, PVAXX is the owner of trade secrets and confidential proprietary
Information, as hereinafter defined, relating to the formulation of PVAXX
polymer; and
WHEREAS, PVAXX desires that Xxxxx Xxxxxxx be employed as Director of the
Company, and
WHEREAS, Xxxxx Xxxxxxx desires to be employed by the Company under the
following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
PERIOD AND BASIS OF EMPLOYMENT
(a) The employment under this agreement shall start from 20th March 2000 and
shall continue from that date for a term of five years on a rolling five
year basis and will be renewable by the company on the anniversary
without the requirement of formal notification.
FACILITIES
(a) The Company shall make available such office space and other facilities as
may be required at any time in order that he may perform his duties.
REMUNERATION
(a) Company shall pay $50,000 per month net of all taxes. Payable monthly in
arrears on the last working day of each month.
(b) The Company shall provide the use of a motor vehicle in accordance with
his choice of vehicle, when he is in USA.
(c) The Company shall provide a villa in Fort Xxxxx area during any extended
stay requirements in Florida, at a rental of up to $36,000 per annum
(d) The Company shall establish a performance related share option scheme in
which a participation commensurate with position will be guaranteed.
EXPENSES
(a) The Company shall reimburse all expenses reasonably incurred by him in or
about the discharge of his duties.
CONFIDENTIAL PROPRIETARY INFORMATION
(a) The Director shall keep confidential all information used in PVAXX
business including, but not limited to, the formulation, blend and
properties of raw materials or finished product, operating methods,
know-how, intellectual property, all machine developments and the like,
both written and unwritten, which is
(i) proprietary to, about or created by PVAXX;
(ii) gives PVAXX some competitive business advantage or the opportunity
of obtaining such advantage or the disclosure of which could be
detrimental to the interests of PVAXX;
(iii) designated as Confidential Proprietary Information by PVAXX, or
from all the relevant circumstances should reasonably be assumed
to be confidential and proprietary to PVAXX;
(iv) not generally known by non-PVAXX personnel
(v) not in the public domain; or
(vi) obtainable from third parties (who themselves have not breached
confidentiality).
(b) This Agreement is effective as of the day and date set forth above and
will remain in force and in effect with respect to the Confidential
Proprietary Information so long as it remains confidential and valuable to
PVAXX.
TERMINATION
(a) Irrespective of anything to the contrary contained herein, either party
may terminate this Agreement immediately:
(i) Upon the filing by either party of a voluntary petition for
bankruptcy;
(ii) Sixty (60) days after the filing against either party of an
involuntary petition in bankruptcy if the petition is not stayed
or vacated within said sixty (60) day period
(iii) Upon the filing by either party of an involuntary petition to
have the other party declared bankrupt if the petition is not
stayed or vacated within thirty (30) days from the date of filing.
(iv) Upon the execution by either party of an assignment for the
benefit of creditors;
(v) Upon the appointment of a receiver or manager of either party's
assets or such other act or bankruptcy by either party; or
(b) Either party may terminate this Agreement if any of the following continues
to exist for thirty (30) days after either party has sent to the other
notice of the existence of any such events and of its intentions to
terminate if such event is not remedied:
(i) Any breach by either party of its material obligations under this
Agreement.
INDEMNIFICATION
PVAXX shall indemnify and hold harmless and will, upon request, defend the
other against all actions, proceedings, claims. Demands, suits, damages or
expenses, including reasonable attorney fees and other costs that may be
assessed against the Director.
ENTIRE AGREEMENT
This instrument is intended by the parties as a final expression of their
agreement and as a complete and exclusive statement of its terms. No course of
prior dealings between the parties and no usage of trade shall be relevant or
admissible to supplement, explain or vary any of the terms of this Agreement.
Acceptance of or acquiescence in, a course of performance rendered under this
or any prior agreement shall not be relevant even though the accepting or
acquiescing party has knowledge of the nature of the performance and an
opportunity to make objection. No representations, understandings or
agreements have been made or relied upon in the making of this Agreement other
than those specifically set forth herein. This Agreement may be modified
only by an installment signed by both parties or their duly authorized agents.
APPLICABLE LAW
This Agreement shall be construed and performed in accordance with the laws of
England.
IN WITNESS WHEREOF, the undersigned have set their hands and seals effective
as of the date first above written.
PVAXX CORPORATION
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX
--------------------------------------------------------------------------------
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of this twentieth day of March
2000, by and between PVAXX Corporation, a company organized and existing under
the laws of Florida USA, and Xxxxx Xxxx, an individual.
WHEREAS PVAXX is engaged in the manufacturing and sale of certain polymer
Material, known as PVAXX polymer, used for the manufacturing of plastic
materials and related products; and
WHEREAS, PVAXX is the owner of trade secrets and confidential proprietary
Information, as hereinafter defined, relating to the formulation of PVAXX
polymer; and
WHEREAS, PVAXX desires that Xxxxx Xxxx be employed as Director of the Company,
and
WHEREAS, Xxxxx Xxxx desires to be employed by the Company under the following
terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
PERIOD AND BASIS OF EMPLOYMENT
(a) The employment under this agreement shall start from 20th March 2000 and
shall continue from that date for a term of three years on a rolling basis
and will be renewable by the company on the anniversary without the
requirement of formal notification.
FACILITIES
(a) The Company shall make available such office space and other facilities
as may be required at any time in order that he may perform his duties.
REMUNERATION
(a) Company shall pay to the Director $10,000 per month gross for one year and
$15,000 per month thereafter. Payable monthly in arrears on the last
working day of each month beginning 30th April 2000.
(b) The Company shall provide the use of a motor vehicle while undertaking
work responsibilities in the United States.
(c) The Company shall establish a performance related share option scheme in
which a participation commensurate with position will be guaranteed.
EXPENSES
(a) The Company shall reimburse all expenses reasonably incurred by him in or
about the discharge of his duties.
CONFIDENTIAL PROPRIETARY INFORMATION
(a) The Director shall keep confidential all information used in PVAXX
business including, but not limited to, the formulation, blend and
properties of raw materials or finished product, operating methods,
know-how, intellectual property, all machine developments and the like,
both written and unwritten, which is
(i) proprietary to, about or created by PVAXX;
(ii) gives PVAXX some competitive business advantage or the opportunity
of obtaining such advantage or the disclosure of which could be
detrimental to the interests of PVAXX;
(iii) designated as Confidential Proprietary Information by PVAXX, or
from all the relevant circumstances should reasonably be assumed
to be confidential and proprietary to PVAXX;
(iv) not generally known by non-PVAXX personnel
(v) not in the public domain; or
(vi) obtainable from third parties (who themselves have not breached
confidentiality).
(b) This Agreement is effective as of the day and date set forth above and
will remain in force and in effect with respect to the Confidential
Proprietary Information so long as it remains confidential and valuable to
PVAXX.
TERMINATION
(a) Irrespective of anything to the contrary contained herein, either party
may terminate this Agreement immediately:
(i) Upon the filing by either party of a voluntary petition for
bankruptcy;
(ii) Sixty (60) days after the filing against either party of an
involuntary petition in bankruptcy if the petition is not stayed
or vacated within said sixty (60) day period
(iii) Upon the filing by either party of an involuntary petition to have
the other party declared bankrupt if the petition is not stayed
or vacated within thirty (30) days from the date of filing
(iv) Upon the execution by either party of an assignment for the
benefit of creditors;
(v) Upon the appointment of a receiver or manager of either party's
assets or such other act or bankruptcy by either party; or
(b) Either party may terminate this Agreement if any of the following
continues to exist for thirty (30) days after either party has sent to the
other notice of the existence of any such events and of its intentions to
terminate if such event is not remedied:
(i) Any breach by either party of its material obligations under this
Agreement.
INDEMNIFICATION
PVAXX shall indemnify and hold harmless and will, upon request, defend the
other against all actions, proceedings, claims. Demands, suits, damages or
expenses, including reasonable attorney fees and other costs that may be
assessed against the Director.
ENTIRE AGREEMENT
This instrument is intended by the parties as a final expression of their
agreement and as a complete and exclusive statement of its terms. No course of
prior dealings between the parties and no usage of trade shall be relevant or
admissible to supplement, explain or vary any of the terms of this Agreement.
Acceptance of or acquiescence in, a course of performance rendered under this
or any prior agreement shall not be relevant even though the accepting or
acquiescing party has knowledge of the nature of the performance and an
opportunity to make objection. No representations, understandings or
agreements have been made or relied upon in the making of this Agreement other
than those specifically set forth herein. This Agreement may be modified
only by an installment signed by both parties or their duly authorized
agents.
APPLICABLE LAW
This Agreement shall be construed and performed in accordance with the laws of
England.
IN WITNESS WHEREOF, the undersigned have set their hands and seals effective
as of the date first above written.
PVAXX CORPORATION
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxx
President XXXXX XXXX
