Exhibit 10.1
EMPLOYMENT AGREEMENT OF XXXXX XXXX
THIS AGREEMENT is made and entered into effective the 1st of September,
2002 by and between RPM Technologies, Inc. ("RPM"), ("Employer"), and Xxxxx
Xxxx ("Employee").
WITNESSETH:
WHEREAS, Employer is a corporation, duly organized under the laws of the
state of Delaware; and
WHEREAS, Employee has expertise in Employer's business which is engaged in
the business of light manufacture ring; and
WHEREAS, Employer desires to employ Employee, and Employee desires to
accept employment with Employer upon the terms and conditions herein set
forth; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein, and intending to be legally bound hereby, the parties
mutually agree as follows:
1. Employment and Term
Employer hereby employs Employee and Employee hereby accepts employment
from Employer to perform the duties set forth below, for an initial term of
three (3) years, subject to the farther provisions of this Agreement, and
thereafter shall be automatically extended for subsequent five (5) year
terms unless terminated as provided herein. Employee's employment
hereunder shall be continued thereafter from term to term until either
party shall give one hundred eighty (180) days prior written notice of
termination. Notwithstanding the foregoing, this Agreement may be sooner
terminated as provided in Paragraph 8 hereof.
2. Duties.
Employee shall devote his full time and efforts to the business of
Employer, and shall be a an officer of RPM, holding the titles of, Chairman
of the Board of Directors and Chief Executive Officer, performing the
duties of such offices for Employer. Employee shall further have the power
and authority to nominate the persons of Employee's choosing to constitute
the remaining members of RPM's Board of Directors and the officers.
3. Compensation.
During the initial term of this Agreement, Employee shall receive as
compensation for his services, an annual base salary of One Hundred
Twenty-five Thousand Dollars ($125,000). Employee shall receive a signing
bonus of 300,000 shares of restricted common stock upon execution of this
Agreement. During the subsequent terms of employment under this agreement,
Employer shall negotiate Employee's annual base salary in good faith;
provided, however, that Employer shall pay Employee an annual base salary
in such subsequent terms of employment in an amount no less than the annual
base salary paid Employee during the initial term hereunder. Employee
shall have an option to purchase up to 2,500,000 shares of RPM restricted
stock under rule 144 at a cost of $0.50; this option shall remain open for
three (3) years with an option to renew said option for an additional three
(3) years.
4. Fringe Benefits.
Employer shall provide Employee with health care and medical insurance
coverage by RPM and shall be entitled to participate in all qualified or
unqualified employee benefit plans subject only to those prerequisites
required of other officers and employees. Employee shall receive such
other fringe benefits as Employer may determine from time to time in its
sole discretion. Employee shall be entitled to six (6) weeks paid vacation
each year. If Employee is unable to perform Employee's duties by reason of
illness or incapacity for a consecutive period of more than two weeks, the
compensation payable after the aforesaid period shall be Seven Thousand
Dollars ($7,000) per month. Upon return to full employment, full
compensation shall be reinstated. If Employee is unable to perform or is
absent from employment for a period of more than eighteen (18), months,
Employer may terminate this Employment Agreement, without further cause.
5. Reimbursement for expenses.
Employer shall reimburse Employee for all ordinary and reasonable expenses
incurred by Employee in connection with the business of Employer,
Reimbursement shall be made to Employee by Employer no later than within
thirty (30) business days following Employee's submittal to Employer of a
reasonable itemization and documentation of such expenses incurred by
Employee within the prior approval procedures established by the employer
through RPM.
6. Employer's Documents.
Employee shall upon termination of employment with Employer, for any reason
whatsoever, deliver to Employer any and all records, forms, manuals,
notebooks, instructional materials, contracts, lists of names or other
customer data and any other documents, computer software or the like which
have come into Employee's possession by reason of employment with Employer
or which Employee holds for Employer, irrespective of whether or not any of
said items were prepared by Employee, and Employee shall not retain
memoranda or copies of any said items; nor shall Employee disclose such
records forms, contracts lists or names or other customer data or trade
secrets to any other person, firm or entity, either before or after
termination of employment with Employer.
7. Disclosure of Information.
Employee recognizes and acknowledges that Employer's documents, techniques,
procedures and processes as they exist from time to time, are valuable,
special and unique assets of Employers business. Employee ,will not, during
the term of employment or after the termination thereof, carry away,
utilize or disclose any of the technique, procedures, processes or any of
the information contained in said Employees documents or computer data or
any part thereof to any person, firm, corporation, association or other
entity for any reason for purpose whatsoever. In the event of a breach or
threatened breach by Employee of the provisions of this paragraph, Employer
shall be entitled to injunction restraining Employee from disclosing or
utilizing, in whole or in part, any of the above information. Nothing
herein shall be construed as prohibiting Employer from pursuing any other
remedies available for such breach or threatened breach, including the
recovery of damages.
8. Termination of Employment.
Employer may not terminate Employee's employment hereunder during the
initial period, except for cause, as defined herein. Thereafter, either
party hereto may terminate this Agreement without cause upon one hundred
eighty (180) days written notice to the other party.
a. Termination for Cause - By Employer. Employer may terminate this
Agreement for cause, which shall be defined as:
i. In the event that Employee refuses to carry out the reasonable and
lawful directions of Employer or Employee shall defraud Employer, embezzle
funds of Employer, engage in willful misconduct, proven fraud or dishonesty
in the performance of Employee's duties hereunder;
ii. In the event that Employee breaches any of the covenants contained
in this Agreeme3nt and such breach has not been cured to the
reasonable satisfaction of Employer; or
iii. In the event that Employee is materially incapacitated from
performing Employee's duties hereunder by reason of illness or other
disability, but only in the event that such incapacity or disability
continues for a continuous period of at least Eighteen (18) months.
iv. Employee's failure to follow Employer's the rules and regulations
regarding non-disclosure and disclosure of Employer's trade secrets.
b. Termination for cause-By Employee . Employee may terminate this
Agreement for cause, which shall be defined as being in the event that
Employer breaches any of the covenants contained in this Agreement and
such breach has not been cured to the reasonable satisfaction of Employee.
c. Termination on Death of Employee. This Agreement shall terminate
upon the death of employee.
x. Xxxxxxxxx Pay. In the event of the termination for cause of Employee
as provided in this Agreement, Employee shall not receive any severance or
termination pay, except for salary, bonuses and benefits accrued or earned,
but unpaid as of the date of Employee's termination. In the event of
termination by employer for any other reason as provided herein, Employee
shall receive, at the time of termination, a lump sum severance payment, in
addition to salary, bonuses and benefits accrued or earned, but unpaid as
of the date of Employee's termination, in an amount equal to Employee's
salary and benefits payable under the terms hereof for a period of one
hundred eighty (180) days. All stock options are vested and are
irrevocable at the start of this agreement. In the event that termination
for cause pursuant to Section 8(a)(i) occurs then all stock options are
automatically revoked upon discovery.
9. Notice.
All demands, notices and other communications to be given hereunder shall
be in writing and shall be deemed received when personally delivered or
sent by registered or certified United States mail, return receipt
requested, postage prepaid, and addressed as follows:
Employee: Xxxxx Xxxx C/o RPM. 00000 Xxxx Xxxxxxx Xxxxxxxxxx, XX 00000
Employer: RPM. 00000 Xxxx Xxxxxxx Xxxxxxxxxx, XX 00000
or at such other address the parties may from time to time designate by
written notice hereunder.
10. Waiver.
Waiver by Employer of a breach of any provision of this Agreement by
Employee shall not be construed as a waiver of any subsequent breach by
Employee.
11. Assignment.
All rights and obligations under this Agreement shall be personal to
Employee and shall not be assignable by Employee. The rights and
obligations of Employer under this Agreement shall inure to the benefit of
and shall be binding upon Employer, its successors and assigns.
12. Confidentiality of this Agreement.
Employer and employee agree to keep and maintain the terms and provisions
of this agreement absolutely confidential and shall not disclose its terms
to any person or entity.
13. Governing Law.
This Agreement shall be construed in accordance with and governed by the
laws of the state of Illinois. Venue for any legal action arising from
this Agreement shall lie only in Xxxx County, Illinois.
14. Heading's.
Any headings preceding the text of the paragraphs hereof are inserted
solely for convenience of reference and shall not constitute a part of this
Agreement nor shall they affect its meaning, construction or effect.
15. Saving Clause.
If any provision or clause of his Agreement, or application thereof to any
person or circumstances is held invalid or unlawful, such invalidity or
unlawfulness shall not effect any other provision or cause of this
Agreement or application thereof which can be given effect without the
invalid or unlawful provision, clause or application.
16. Entire Agreement.
This Agreement contains the entire understanding between the parties
hereto. There have been no oral or other agreements of any kind whatsoever
as a condition precedent or inducement to the signing of this Agreement or
otherwise concerning this Agreement or the subject matter hereof No
changes, modifications or alterations of any of the terms and provisions,
contained in this Agreement, shall be effective unless changed, modified,
or altered in writing and signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Employee:/S/ XXXXX XXXX
XXXXX XXXX
Employer: /S/XXXXXXX XXXXX
XXXXXXX XXXXX CFO
