EMPLOYMENT AGREEMENT
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THIS AGREEMENT entered in to on this the 2nd day March 1998 by
and between Dynamic Imaging Group, Inc., a Colorado corporation, having
its principal place of business at 0000 X. Xxxxx Xxxx., Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 (herein after referred to as "THE COMPANY")
and Xxxx X. Xxxxxx (herein after referred to as "Executive").
WHEREAS, The Company desires to employ Executive as a Director
and Chairman of the Board; and the Executive is willing to accept
employment, all subject to the tens and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants
contained herein, as well as other valuable considerations, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Employment Term: Subject to the tens and conditions hereof The
Company hereby employs. Executive and Executive hereby accepts
employment by The Company for a period commencing on the 27th day of
February, 1998 and continuing until February 28, 2003. This Agreement
shall automatically be extended at the end of its term for an
additional five year period unless Executive gives written notice of
intent not to extend the Agreement 60 days prior to the end of the term
of the Agreement.
2 Duties: Executive shall serve The Company as Chairman of the Board of
Directors reporting directly to the Board of Directors of The Company.
Executive shall serve and prepare all documentation demeaned necessary
and which are related directly or indirectly to his position as
Chairman of the Board.
2.1 Executive shall perform such Executive, administrative,
development, marketing, programming and other duties as are indicative
of the office he holds and as may, from time to time, be assigned to
him by the Board of Directors. He shall devote such time which is
reasonable and necessary for the performance of his position.
3. Compensation: As base compensation for the services to be rendered
by Executive hereunder The Company shall pay Executive in Dynamic
Imaging Group, Inc., as of February 27, 1998 One Hundred Twenty
Thousand Dollars ($120,000.00) per year. In addition, the Executive
will receive a bonus of 2.5% of gross receipts actually collected by
the Company, to maximum of 10% of the gross profit, and a
discretionary expense account equal to a maximum of 10% of the
Executives base pay. Each additional year from year one the Executive
shall have an increase in base pay of not legs than lot of the previous
years base salary. The actual increase in base salary for which the
Executive is entitled will be determined by a majority vote of the
Board of Directors. The Executive will also be given an EXecutive
profit/incentive plan in which he will share profits/incentives with
other Executives and Key personnel. This profit/incentive plan will be
a separate agreement between Company and Executive to be attached to
this agreement. As the Executive will be required to travel to best
represent the interests of the Company, the Company will provide the
Executive with an automobile for his sole use while employed with the
Company. The type and budget for this vehicle will be determined by a
majority vote of the Board of Directors. Company will pay all expenses
affiliated with the operation of said vehicle.
3.1 Vacation and Benefits: Executive shall receive 3 weeks paid
vacation for the first year of employment and an additional week of
vacation for each additional year of employment with a maximum of 10
(Ten) weeks per year. Should Executive elect not to utilize any or all
of his vacation time, the Company will pay executive his proportionate
base salary for each vacation week not taken. Executive may accrue
vacation time at his own discretion. The Company will provide for the
Executive and his family paid major medical and dental insurance as
well as other benefits offered by the Company to it's employees.
4. Termination on Disability or Death:
a) In the event that the Executive, due to physical or mental
disability or incapacity, is unable to substantially perform his duties
hereunder, The Executive may, upon 10 days prior written notice,
terminate this Agreement and be excused from any further acts to be
performed pursuant to this Agreement. The Company agrees to maintain at
it's expense a disability policy payable to the Executive upon the
occurrence of any of the above situations and in an amount sufficient to
compensate the Executive for his base salary, and all benefits for which
he is entitled under this contract for as long as he is disabled or
incapacitated.
b) The Company will maintain, at it's expense, a life insurance
policy sufficient to pay the Executives survivors the full amount of the
Executives ownership in the Company, as well as the balance of any
compensation owed the Executive in accordance with this agreement. The
Company will purchase additional life insurance as the amounts and types
of compensation due the Executive change. the beneficiary on all
insurance pplicies shall be the spouse of the Executive. In the case of
the Executive not being married, the beneficiary shall be any other
designate of the Executive.
5. Termination for Certain Causes: In the event of a breach of any
provision this Agreement, the Executive shall have 30 days to cure such
default.
6. Confidentiality: Executive understands and hereby acknowledges that
as a result of his employment with the Company, he will necessarily
become informed of, and have access to certain valuable and
confidential information of The Company and any of its subsidiaries,
joint ventures and affiliates including, without limitations, trade
secrets, technical information, know-how, plans, specifications,
identity of customers and suppliers, and that such information, even
though it may be developed or otherwise acquired by Executive in trust
and solely far The Companies benefit. Accordingly, Executive hereby
agrees that he shall not at any time either during or subsequent to his
employment hereunder, use, reveal, report, furnish transfer or
otherwise disclose to any person, corporation or other entity, any of
The Companies confidential information without the prior written
consent of The Company.
6.1 Upon the termination of his employment with The Compauy tor any
reason whatsoever, Executive shall promptly deliver to The Company all
drawings, manuals, letters, notes, notebook, reports, computer
diskettes and copies thereof and all other materials, including,
without, limitation, those of a secret and confidential nature,
relating to The Companies business which are in Executive possession or
control.
7. Non-Competition: Executive agrees that, during the term of this
Agreement, not, directly or indirectly:
(a) Solicit or attempt to solicit business of any customers of The
Company.
(b) Otherwise divert or attempt to divert from The Company any business
whatsoever:
C) Solicit or attempt to solicit for any business endeavor any employee
of The Company.
(d) Interfere with any business relationship between the Company and
any other person; or
(e) Render any services as an offica, director, employee, partner,
lender or in connection with any person who is so engaged.
8. Remedies: Because the Company does not have an adequate remedy at
las5 to protect its business from Executives competition or to protect
its interest in its trade secrets, privileged, proprietary or
confidential information and similar commercial assets, The Company
shall be entitled to injunctive relief, in addition to such other
remedies and relief that would,
in the event of a breach of the provisions of Section 7 and B, be
available to The Company. In the event of such a breach, in addition to
any other remedies, The Company shall be entitled to receive from
Executive payment of, or reimbursement for, its reasonable attorney'
fees and disbursements incurred in enforcing any such provisions.
9. Survival: The provisions of Section 6, 7, and B shall survive
termination of this Agreement.
10. Entire Agreement: This Agreement sets forth the entire
understanding of the parties and mergers and supersedes any prior or
ccintemporaneous Agreements between the parties pertaining to the
subject matter hereof. This Agreement may not be changed or terminated
orally, and no change, termination or attempted waiver of any
provisions hereof shall be binding unless in writing and signed by the
party against whom the same is sought to be enforced; provides,
however, that the Executive`s compensation may be increased at any time
by The Company without in any way affecting any of the terms and
conditions of this Agreement, which in all other respects shall remain
in full force effect. Failure of a party to enforce one or more of the
provisions of this Agreement or to require at any time performance of
any obligations hereof shall not be construed to be a waiver of such
provisions by such party nor to in any way affect the validity of this
Agreement of such party's tight thereafter to enforce any provision of
this Agreement, nor to preclude such party from taking any other action
at any time which it would legally be entitled to take.
11. Successors and Assigns: Neither party shall have the right to~
assign this personal Agreement, or any rights or obligations hereunder,
without the consent of the other party; provided, however, that upon
the sale of all or substantially all of the assets, business and
goodwill of The Compafly to another entity, or upon the merger or
consolidation of The Company with another entity, this Agreement shall
inure to the benefit of, and be binding upon, both Executive and the
entity purchasing such assets, business and goodwill, or surviving such
merger Or consolidation, as the case may be, in the same manner and to
the sane extent as though such other entity were The Company. Subject
to the foregoing, this Agreement shall inure to the benefit of, and
bind, the parties hereto and their legal representatives, heirs,
successors and assigns.
12. Additional Acts: Executive and The Company each agrees that they
shall, as often as requested to do so, execute, acknowledge and deliver
and file, or cause to be executed, acknowledge and delivered and filed,
any and all further instruments, Agreements or documents as may be
necessary or expedient in order to consummate the transactions provided
for in this Agreement and do
any and all further acts and things as may be necessary or expedient in
order to carry out the purpose and intent of this Agreement.
13. Communication: All notices, request, demands and other
communications under this Agreement shall be in writing and shall be
deemed to have been given at the time when mailed in any United States
post office enclosed in a registered or certified postage prepaid
envelope and addressed to the addresses set forth at the beginning of
this Agreement, or to do such other address a any party may specify by
notice to the other party; provided, however, that any notice of change
of address shall be effective only upon receipt.
14. Construction: The headings of the paragraphs of this Agreement have
been inserted for convenience of reference only and shall in no way
restrict or otherwise affect the construction of the terms or
provisions hereof. References in this Agreement to Sections are
sections of this Agreement.
15. Cpunterparts: This Agreement mAy be executed in multiple
counterparts, each of which shall, be deemed to be one and the same
instnuuent.
16. Attorney's Fees: In any action to enforce the provision of this
Agreement, the prevailing party shall be entitled to reimbursement of
reasonable attorney's fees and cost from the non-prevailing party.
17. Severability: If any provision of this Agreement is held to be
invalid or unenforceable by a court or tribunal of competent
jurisdiction, such invalidity or urtenforceability shall not affect the
validity and enforceability of the other provision held to be invalid
or unenforceable shall be carried out as nearly as possible according
to its original terms and intent to eliminate such invalidity or
unenforceability.
18. Governing Law: This Agreement is made and executes and shall be
governed by the laws of the State of Florida.
19. Indemnification: The Company agrees to indemnify and hold Executive
harmless for any action taken by Executive within the scope of his
employment which The Company authorizes or directs Executive to take.
IN WITNES5 WHEREOF, the parties hereto have duly executed this
Agreement as of the date first set forth.
Dynamic Imaging Group, Inc.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx-Director
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx-Director
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx-Executive
Date:
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ADDENDUM TO EMPLOYMENT AGREEMENT
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OF XXXX X. XXXXXX
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Executive is entitled to purchase Five Hundred Thousand (500,000)
shares of free trading common stock per calendar year in each year
of employment at the par value of .80 per share. The company will
loan the Executive all funds necessary to purchase shares interest
free. The said loan must be repaid prior to the expiration of the
Executives contract. As this benefit is available to other
Exccutives/ Key Personnel, all Executives will be given the option
of borrowing said Rinds from the company equally and at the same
time. Should sufficient funds not be available for all Executives
to exercise their options totally, said funds will be divided
equally among those Executives wishing to exercise their purchase
option. Should Executive not exercise his option to purchase all or
part of said stock, the unpurchased amount will accrue.
Approved by the Board of Directors:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx-Director
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx-Director
