EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as
of
October 31, 2005, by and between NuCon, Inc., a Nevada corporation ("Company"),
and Xxxxxx Xxxxxxxxxxxxxx Xxxxxxx ("Employee"), with reference to the
following:
WHEREAS,
Company wishes to employ Employee to serve as Chief Executive Offrcer of the
Company to provide services to the Company as set forth herein; and
WHEREAS,
Employee wishes to provide such services under the terms and conditions set
forth herein;
NOW,
THEREFORE, in consideration of the mutual promises, conditions and covenants
set
forth herein, the parties do hereby mutually agree as follows:
1.
Services of Emvlovee. Company hereby employs Employee to assist in
promotion, administration, financial and strategic planning, client relations
attracting client compmies engaged in all manner and kind of nuclear energy
endeavors and matters related thereto for the Company and to perform such other
similar work as Company may from time to time designate.
2.
Term. The initial term of this Agreement (the "Term") shall be three
(3) years commencing on November 1, 2005 and expiring on October 31, 2008,
unless sooner terminated ashereinafter
provided. This Agreement between the Employee and the Company, shall be
automatically renewed for successive three (3) year terms unless notice of
termination is given 60 days prior to the expiration of the Term.
3.
Base Salary. In consideration of Employee's agreement to render services
hereunder, Company shall pay to Employee the salary ("Base Salary") $100,000
per
year, payable in equal monthly installments of $6,000 each and one final payment
of $28,000, less all amounts required to be withheld in accordance with
applicable law. Company will provide either a letter of credit or another form
of guarantee acceptable, such as a Separate Bank Account into which said sum
will be deposited for the benefit of Employee to secure payment of the initial
$100,000, less all sums received by Employee in hand.
4.
Benefits.
(a)
During the Term, Employee shall be entitled to health insurance and other
benefits (including, without limitation, bonuses, vacation and sick leave)
xxxxx
made available to other officers of the Company.
(b)
Company shall reimburse Employee for all reasonable expenses incurred by
Employee in performing services on behalf of Company. Company shall withhold
and
pay any social insurance payments required to be paid on Employee's behalf.
(c)
During the Term, Employee shall be entitled to a leased automobile provided
by
the Company at no cost to Employee for use in connection with Employee's
employment.
5.
Devotion
of Time. Employee shall devote such time and attention to Company
as shall be necessary to adequately perform his duties as herein provided.
Employee may engage in other activities so long as such other activities or
ventures do not materially interfere with his duties under this Agreement.
6.
Termination by Company. In the event that Company terminates this
Agreement for any reason other than cause, Company shall continue to pay
Employee the Base Salary when otherwise due the additional period of the Term
of
this Agreement. On the death of Employee, this Agreement shall terminate and
be
of no further force and effect.
7.
Assignment.
Without the prior written consent of the other party, neither Company
nor Employee may assign or transfer this Agreement or all or any part of its
rights hereunder to any person, firm or corporation. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
8.
Notices. Any notice, demand or communication required or permitted to be
given by any provision of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if sent by personal delivery,
recognized overnight courier, registered or certified mail, postage and charges
prepaid, or facsimile (followed within one business day by a hard copy sent
by
any other approved notice method) to the parties at the addresses set forth
below their signatures to this Agreement, upon the earlier of (a) the third
business day after such notice, demand or communication was sent or (b) receipt
by such party.
9.
Arbitration. In the event of any dispute, claim or controversy between
the parties arising out of or in any way relating to this Agreement, such
dispute, claim or controversy shall be resolved by and through an arbitration
proceeding before a single arbitrator in Los Angeles, California, pursuant
to
the commercial arbitration rules of the American Arbitration Association. Both
the foregoing agreement of the parties to arbitrate any and all such claims,
and
the results, determination, finding, judgment andlor award rendered through
such
arbitration, shall be final and binding on the parties hereto and may be
specifically enforced by legal proceedings. Any and all legal proceedings to
enforce this Agreement, including any action to compel arbitration hereunder
or
to enforce any award or judgment rendered thereby, shall be governed in
accordance with Section 11.
10.
Attorneys' Fees. In the event of any arbitration, litigation or other
legal proceedings between the parties hereto, including any action to compel
arbitration hereunder or to
enforce any award or judgment rendered thereby, the nonprevailing party shall
pay the expenses, including reasonable attorneys' fees and court costs, of
the
prevailing party in connection therewith.
2
11.
Miscellaneous. This Agreement shall be governed by and construedt
in
accordance
with the laws of the State of California applicable to contracts made and to
be
performed wholly within such State, and without regard to the conflicts of
laws
principles thereof. Subject to the provisions of Section 9 hereof, any suit
brought hereon shall be brought in the state or federal courts sitting in Los
Angeles, California, the parties hereto hereby waiving any claim or defense
that
such forum is not convenient or proper. Each party hereby agrees that any such
court shall have in personarn jurisdiction over it and consents to service
of
process in any manner prescribed in Section 8
or
in any
other manner authorized by California law. This Agreement sets forth the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and replaces any and all prior agreements and understandings,
whether written or oral, relating in any way to the subject matter of this
Agreement. Section and paragraph headings of this Agreement are inserted solely
for convenience of reference and are not a part of and are not intended to
govern, limit or aid in the construction of any term or provision hereof. No
waiver of any breach of any provision of this Agreement shall be construed
to be
a
waiver
of
any proceeding or succeeding breach of the same or any other provision. All
sights and the remedies of either party hereunder shall be cumulative and the
exercise or enforcement of any one or more of them shall not preclude any party
fiom exercising any of the others or any right or remedy allowed by law.
12.
Indemnification. To the fullest extent permitted by law, Company shall
indemnify, defend and hold harmless Employee from and against any and all costs,
expenses, losses, claims, damages, obligations or liabilities (including actual
attorneys' fees and expenses) arising out of or relating to any acts, or
omissions to act, made by Employee on behalf of or in the course of performing
services for Company. To the extent a change in applicable law permits greater
indemnification than is now afforded, it is the intent of the parties hereto
that Employee shall enjoy the greater benefits afforded by such change. If
any
claim, action, suit or proceeding is brought, or claim relating
thereto is made, against Employee with respect to which indemnity may be sought
against Company pursuant to this Section, Employee shall notify Company in
writing thereof, and Company shall promptly advance to Employee the costs of
the
defense thereof, including, without limitation, the cost of counsel selected
by
Employee. In addition, the Company shall as soon as practical hereafter obtain
and maintain officers and directors liability insurance in an amount of not
less
than $1,000,000.
3
IN
WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.
4
