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EXHIBIT 10.23
EMPLOYMENT AGREEMENT
THE PARTIES to this Agreement made this 2nd day of February, 1995,
are CRYSTAL MOUNTAIN, INC., a Washington corporation ("Crystal"), and XXXXXX X.
XXXXXXX of Xxxxxxx Mountain, Washington ("Xxxxxxx"), its President.
The parties agree as follows:
1. Position. Xxxxxxx continues to be retained by Crystal to
serve as its President. At Xxxxxxx'x option, his services may be provided
through a corporation of which he is the sole shareholder. His powers and
duties as president shall be generally as set forth in the Bylaws and
specifically as shall be provided by the Board of Directors from time to time.
2. Term. This Agreement shall be effective October 1, 1994
through September 30, 1997, or until terminated by either party upon giving the
other party ten (10) days' written notice.
Except as provided below, there shall be no severance pay in
the event the termination is for any of the following reasons:
A. Voluntary termination by Xxxxxxx; or
B. The Board of Directors terminates Xxxxxxx for cause. For
purposes of this Agreement, "cause" means conviction of a felony, knowing action
or inaction by Xxxxxxx which significantly, adversely affects Crystal's
financial condition, or any knowing action of inaction by Xxxxxxx which
significantly, objectively, and adversely xxxxx Crystal's operations or
reputation in the community.
3. Compensation. Xxxxxxx shall be compensated at a rate to be
established annually on or before October 1 of each year. In addition, he may
receive an incentive bonus based on his performance. Any such bonus plan will be
a subjective plan established on or before October 1, determined solely by the
Board of Directors containing those criteria felt by the Board to be those which
most materially affect Crystal's operations and future.
A Deferred Compensation Agreement ("Plan") has also been
arranged with regard to such compensation and such other amount(s) as are
identified by the Board of Directors as subject to the Plan.
4. Severance Pay. In the event that Xxxxxxx'x employment is
terminated because of the following reasons, severance pay will be paid as
described below:
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A. In the event of voluntary termination by the Board of
Directors, for reasons other than cause, Xxxxxxx shall receive severance pay
equal to six (6) months' base salary (calculated without taking bonus payments
into account, if any) payable in equal monthly installments over a period of six
(6) months, together with insurance benefits as outlined in Section 5.C, below.
B. In the event of sale, merger, transfer of assets, or other
similar event which results in termination of Xxxxxxx'x employment, Xxxxxxx
shall receive severance pay equal to his base salary (calculated without taking
bonus payments into account, if any) payable in equal monthly installments over
the remaining period of the unexpired term of this Agreement, as set forth in
Section 2, together with insurance benefits as outlined in Section 5.C, below.
In addition, in the event that Xxxxxxx'x employment
is terminated for any reason (with or without cause), including disability or
death, Xxxxxxx, or his designated beneficiary in the event of his death, shall
be paid a lump sum salary continuation payment of $45,000 within thirty (30)
days following termination.
5. Benefits.
A. Housing. In view of the remote location of Crystal's
business premises, as a condition of Xxxxxxx'x employment Crystal agrees to
provide, and Xxxxxxx is required to accept, suitable housing at Crystal
Mountain, which shall include all utilities and maintenance.
B. Transportation. Xxxxxxx shall be provided with a company car
for his business use, as needed to perform services hereunder, which shall
include all operating and maintenance costs.
C. Insurance. Xxxxxxx shall be provided with health and life
insurance under the company plan. In addition, Xxxxxxx may be eligible for life
insurance coverage in accordance with the Split-Dollar Insurance Agreements and
Assignments of Life Insurance Policy incorporated herein by this reference.
Under said Agreements, and Assignments, Crystal is entitled to repayment of
premiums advanced within thirty (30) days of Xxxxxxx'x termination of
employment, and Crystal has the right to recover premiums advanced from the
proceeds of the policy, or its cash value, as the case may be. If, for any
reason, Crystal does not fully recover premiums advanced within said thirty (30)
day period, payments under Section 4 hereof shall be reduced accordingly.
D. Vacation and Sick Leave. Xxxxxxx will be granted reasonable
vacation time and sick leave.
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E. Business Expense. Xxxxxxx shall be reimbursed for all
reasonable business expenses incurred on behalf of Crystal.
F. Other Benefits. Xxxxxxx will be a participant in all other
benefits normally provided to Crystal's full- time employees, subject to any
eligibility requirements regularly applicable to such benefit programs.
6. Applicable Law. This contract and all rights hereunder shall
be governed by the applicable laws of the State of Washington.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and may not be modified except upon the
written agreement of the parties hereto.
CRYSTAL MOUNTAIN, INC.
/S/ XXXXXX X. XXXXXXX /S/ XXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx
Chairman, Board of Directors
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