Exhibit 10.3
PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
January 1st, 2008
Ms. Xxxxx Xxxxxxx
Dear Xxxxx;
In furtherance of our recent discussions, I am pleased to present to you the
terms and conditions regarding your employment (the "Agreement") by Perf Go
Green Inc. (the "Company"), a Delaware corporation that is engaged in the
business of selling biodegradable plastics and related materials, products and
services targeted to corporate America and beyond (the "Business").
Start Date: January 1st, 2008
Employment Term: Subject to earlier termination as set forth hereafter, the
initial term ("Initial Term") will be for a period of three
(3) years, renewable automatically for additional successive
one (1) year periods thereafter ("Renewal Term") unless
either party gives written notice to the other to not
proceed with such renewal at least thirty (30) days prior to
the end of the Initial Term or any Renewal Term.
Title and Duties: You will be employed in the position of Director of
Marketing, working from your home or office located in New
York City. You will be expected to travel extensively in
building the overall business of the Company, including
meetings in the Company's New York City headquarters. You
will also, if so requested, be expected over time to
recruit, train and manage other sales representatives (the
"Sales Reps"). Your duties and responsibilities shall be on
a full-time basis and shall be subject, at all times, to the
direction and control of the Company's CEO and its Board of
Directors.
Current Compensation:
(a) During the Initial Term and any Renewal Term you will be
paid a base salary of $125,000 per year ("Base Salary"),
plus a 20% increase for additional year, payable monthly in
accordance with the Company's normal payroll practice. In
addition to the Base Salary, you will be entitled to receive
a bonus of 20% per year to be paid in 12 equal installments
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PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
(the "Current Bonus"), upon receiving first significant
purchase order.
Any Sales and Override Commissions earned shall be payable
ten (10) days following the end of the prior calendar
quarter, provided that the Company has received such auction
revenue from the client or its agent, as the case may be.
Compensation
Reviews: Base Salary reviews shall be performed annually on each
anniversary of your Start Date. Any increases in Base Salary
or cash bonuses shall be made in the Company's discretion on
the anniversary date, pursuant to both the Company
guidelines as they exist from time to time, and the
Company's overall financial, as well as your individual,
performance. Commission reviews shall be performed on a
quarterly basis and/or as new sales personnel are hired by
the Company.
Benefits: You will be entitled to two (2) weeks paid vacation during
the Initial Term, and three (3) weeks paid vacation for any
Renewal Term. You will also be entitled to such medical and
other insurance, retirement and pension plan eligibility and
all other fringe benefits which will generally be provided
to other employees of the Company on your level at some
future time. Until the Company obtains group medical
insurance for employees, the Company shall pay for the
monthly premiums for your current health care coverage.
Expenses: You will be reimbursed monthly (upon submission of
appropriate documentation) for all reasonable expenses
including travel (local and out of town) and entertainment,
phone and auto incurred by you in the performance of your
employment hereunder. Of which can be directed by you to be
paid directly by Company.
Termination: (a) Your employment shall terminate upon the first to occur
of the following:
(1) The expiration of the Initial Term or any Renewal Term
specified above.
(2) Upon your (i) death or (ii) permanent disability or
incapacity.
(3) For Cause. The Company shall have the right to terminate
your employment upon twenty-four (24) hours' written notice
to you For Cause. The grounds for such termination For Cause
shall be:
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PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
(i) a material breach of your agreement of employment
hereunder, including, but not limited to a violation of any
non-competition, non-solicitation or confidentiality
provisions hereinafter set forth; or
(ii) Your criminal conviction for fraud, embezzlement,
bribery, moral turpitude or any felonious offense (other
than strictly a motor vehicle matter); or
(iii) Your commission of any act of fraud, dishonesty or
negligence in connection with the performance of your duties
as an employee of the Company; or
(b) If you are terminated For Cause, or pursuant to
subparagraph (a) (4) above, the Company shall have no
further obligations to you following the last date of
employment.
Agreement Not To
Compete: In consideration of the above, you agree that during the
Initial Term or any Renewal Term, and for six (6) months
following the expiration of such term or earlier termination
of your employment, you shall not either for yourself or on
behalf of any other person, partnership, corporation or
entity, directly or indirectly or by action in concert with
others:
(a) interfere with any of the Company's or its affiliates'
or its subsidiaries' relationships with, or endeavor to
employ or entice away from the Company or its affiliates or
its subsidiaries, any person who, at any time on or after
the date hereof, is or shall be an employee of the Company
or its affiliates or its subsidiaries or under some other
contractual relationship with the Company interfere, with or
seek to adversely alter the Company's or its affiliates or
its subsidiaries' relationship with, solicit or divert any
supplier, licensee or distributor of the Company or its
affiliates or its subsidiaries; or
(b) directly or indirectly engage in or facilitate or
support others to engage in the production, sale or
distribution of any products or services relating to the
Business of the Company in which the Company or any
successor thereof (only to the extent of the products and
services of the Company immediately prior to the successor
succeeding to the Company's business) is then engaged or
actively contemplating engaging or any successor thereof
anywhere in the United States or any other country in which
Company is then conducting its Business or, directly or
indirectly, solicit or attempt to solicit for business in a
manner which could reasonably be expected to result in a
detriment, or be directly competitive to the Company or any
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PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
successor thereof, any suppliers, clients, customers,
strategic partners and/or principal stockholders with whom
the Company or any successor thereof shall have done
business; or
(c) seek or obtain employment with, or provide services to,
any customer, client, strategic partner and/or principal
stockholder of the Company with whom Employee interacted
during the Initial Term or any Renewal Term which employment
or services could reasonably be expected to be directly
competitive to the Company's Business or result in a
detriment to the Company.
Property Rights: With respect to information, inventions and discoveries or
any interest in any copyright and/or property right
developed, made or conceived of by you, either alone or with
others, at any time during your employment by the Company
and whether or not within working hours (and written six
months thereafter) arising out of such employment or
pertinent to any field of business or research in which,
during such employment, the Company is engaged or (if such
is known to or ascertainable by you) is considering
engaging, you agree:
(a) that all such information, inventions and discoveries or
any interest in any copyright and/or other property right,
whether or not patented or patentable, shall be and remain
the exclusive property of the Company;
(b) to disclose promptly to an authorized representative of
the Company all such information, inventions and discoveries
or any copyright and/or other property right and all
information in your possession as to possible applications
and uses thereof;
(c) not to file any patent application relating to any such
invention or discovery except with the prior written consent
of an authorized officer of the Company (other than
yourself);
(d) that you hereby waive and release any and all rights you
may have in and to such information, inventions and
discoveries and hereby assign to the Company and/or its
nominees all of your right, title and interest in them and
all your right, title and interest in any patent, patent
application, copyright or other property right based
thereon. You hereby irrevocably designate and appoint the
Company and each of its duly authorized officers and agents
as your agent and attorney-in-fact to act for you and in
your behalf and stead to execute and file any document and
to do all other lawfully permitted acts to further the
prosecution, issuance and enforcement of any such patent,
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PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
patent application, copyright or other property right with
the same force and effects as if executed and delivered by
you; and
(e) at the request of the Company, and without expense to
you, to execute such documents and perform such other acts
as the Company deems necessary or appropriate, for the
Company to obtain patents on such inventions in a
jurisdictions designated by the Company, and to assign to
the Company or its designees such inventions and any and all
patent applications and patents relating thereto.
Confidentiality: With respect to the information, inventions and discoveries
referred to above and also with respect to all other
information, whatever its nature and form and whether
obtained orally, by observation, from Graphic Materials (as
defined below) or otherwise (except such as is generally
available through publication), obtained by you and relating
to any invention, improvement, enhancement, product,
know-how, formula, software, process, apparatus, design,
drawings, codes, data printouts, magnetic tapes and disks,
recordings, marketing and sales programs, financial
projections, concept or other creation, or to any use of any
of them, or to materials, tolerances, specifications, costs
(including, without limitation, manufacturing costs),
pricing formulae, or to any plans of the Company, or to any
other trade secret or proprietary information of the
Company, related to the Business and operations of the
Company or the Company's customers, strategic alliances, and
shareholders, you agree:
(a) to hold all such information, inventions and discoveries
which have not otherwise become public knowledge in strict
confidence and not to publish or otherwise disclose any
thereof to any person or entity other than the Company
except with the prior written consent of an authorized
officer of the Company or as may be required by law;
(b) to take all reasonable precautions to assure that all
such information, inventions and discoveries are properly
protected from access by unauthorized persons;
(c) to make no use of nor exploit in any way any such
information, invention or discovery except as required in
the performance of your employment duties of the Company;
and
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PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
(d) upon termination of your employment by the Company, or
at any time upon request of the Company, to deliver to it
all Graphic Materials (as defined below) and all substances,
models, software, prototypes and the like containing or
relating to any such information, invention or discovery,
all of which Graphic materials (as defined below) and other
things shall be and remain the exclusive property of the
Company.
For purposes of this Agreement, the term "Graphic Materials"
includes, without limitation, letters, memoranda, reports,
notes, notebooks, books of accounts, drawings, prints,
specifications, formulae, software, data printouts,
microfilms, magnetic tapes and disks and other documents and
recordings, together with all copies, excerpts and
summaries, thereof.
Miscellaneous: We agree that it is our intention and covenant that your
employment and performance thereunder be governed by and
construed under the laws of the State of New York concerning
contracts to be made and performed wholly within such state,
without regard to any conflict of law principles.
(a) This letter sets forth the entire agreement regarding
your employment and may not be modified or changed except by
mutual written agreement. Your obligations hereunder may not
be assigned by you.
(b) You represent and warrant that the execution, delivery
and performance by you of this Agreement and the matters
contemplated thereunder does not, and will not, violate,
result in a breach of, or constitute a default under any
agreement or arrangement to which you are a party. You also
represent and warrant that you have had the opportunity to
consult with the counsel of your choice in the negotiation
and execution of this Agreement.
(c) The invalidity of all or any part of any paragraph or
subparagraph of this Agreement shall not render invalid the
remainder of the Agreement and obligations contemplated
hereunder.
(d) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which when together, shall constitute one and the
same agreement.
(e) Any notice given hereunder shall be in writing and
either delivered in person, by nationally recognized
overnight courier, or be registered or certified first class
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PERF GO GREEN INC
000 XXXXX XXXXXX
0XX XX
XXX XXXX, XXX XXXX 00000
mail, (postage prepaid, addressed) if to the Company at Perf
Go Green Inc,000 Xxxxx Xxxxxx, 0xx Xx Xxx Xxxx, Xxx Xxxx,
00000, and (b) if to the Employee at the address noted
above. Notices delivered personally shall be deemed given as
of actual receipt; notices sent via facsimile transmission
shall be deemed given as of one business day following
sender's receipt from sender's facsimile machine of written
confirmation of transmission thereof; notices sent by
overnight courier shall be deemed as given as of one
business day following sending; and notices mailed shall be
deemed given as of five business days after proper mailing.
Any party may change its address in notice given to the
other party in accordance with this Section (e).
If the above meets with your understanding, please countersign this Agreement at
the lower left to acknowledge your agreement and acceptance with the terms and
conditions outlined above and return a signed copy to me at your earliest
convenience. We look forward to a long and mutually rewarding relationship.
Sincerely,
PERF GO GREEN INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx, Vice Chairman
ACCEPTED AND AGREED TO
THIS 1st day of January 2008:
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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