EXHIBIT 10.2
EMPLOYMENT AGREEMENT AND COVENANTS
FOR GOOD AND VALUABLE CONSIDERATION, AS DESCRIBED BELOW, the receipt and
sufficiency of which is hereby acknowledged, the undersigned, Xxxxxx X. Xxxxxx
(the "Employee"), hereby agrees to the following terms and conditions:
EMPLOYMENT TERMS
BY INTELLIGENT MOTOR CARS, INC. ("IMC"):
STOCK/STOCK OPTIONS
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o IMC will grant Employee stock/stock options as follows: 10,000
restricted common shares of Intelligent Motor Cars Group, Inc.
will be issued to Employee as a sign-on bonus within 30 days
of execution of this agreement; Employee will be granted
50,000 restricted common shares to vest over a five-year
period with 10,000 shares given to employee each year on the
anniversary date of this executed agreement; said shares will
carry a one-year restriction and must be registered under Rule
144;
SALARY
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o Employee will be given base salary of $50,000/year, to be
disbursed weekly under the Company's payroll system at a rate
of $961.50/week; After six months, Employee will be eligible
for a raise equal to ten (10%) percent of the Employee's gross
salary ($5,000/year or $96.15/week); After one-year of
employment, Employee will be eligible for an additional raise
equal to ten (10%) percent of the Employee's gross salary
($5,500/year or $105.76/week); Thereafter, Employee will be
eligible for annual raises equal to five (5%) percent;
ADDITIONAL BENEFITS
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o HEALTH INSURANCE. IMC will pay 50% of Employee's personal
heath insurance upon execution of IMC's group health plan. In
accordance with said plan, Employee will have to opportunity
to add dependants to his health plan for the required monthly
fees;
BY EMPLOYEE:
RESPONSIBILITIES
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o As Controller, Employee's responsibilities will include, but
not be limited to:
oo Manage the development of short and long term financial
objectives, plans and budgets for the company. Oversee the
implementation of financial plans. Dedicate time and energy
into the development of the corporate financial statement and
budgets;
oo Develop, recommend and implement accounting policies and
procedures to ensure accurate and timely recording, reporting
and analysis of both internal and external financial
transactions, as well as control and protection of company
assets;
oo Monitor and implement cash management and auditing techniques
with emphasis on improving reporting of data, workflow and
protecting the security of company assets;
oo Review and analyze operating results in relation to costs,
budgets and operating policies; consolidate capital assets,
maintenance and operating budgets. Interpret operating results
and their impact on the company. Make recommendations to
senior management for cost reduction and profit improvement;
oo Continually advise and interface with upper management in the
development and implementation of business plans and
contribute to the strategic direction of the company;
oo Direct and review the analysis and interpretation of
statistical and accounting information for use in management
decision-making;
oo Oversee accounts payable, receivable, billing and other
records to ensure proper monetary disbursement and receipt;
oo Responsible for managing a staff of direct and indirect
reports. Direct and control general accounting functions to
optimize the utilization of professional staff. Assist in the
hiring, supervising, mentoring and training of staff involved
in various accounting/finance functions to improve quality of
standards, as well as the efficiency of procedures and
systems. Act as liaison to auditors, outside accountants, and
other professional services personnel as needed;
oo Oversee and direct the application process for various state
licenses, providing detailed follow through to ensure that all
applications are up to date and complete;
oo Ensure the maintenance of company fiscal and accounting
records, as well as capital equipment inventories through the
administration of an accurate and up to date information
system;
oo Oversee Human Resources including, but not limited to payroll,
insurance, maintenance of employee manuals, policies,
procedures, act as liaison for all employees/contractors;
oo Act as consultant/advisor to Executive Management/Board of
Directors as requested;
oo Any other duties and responsibilities as may reasonably be
required by the Company in connection with Employee's
position.
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TERM/TERMINATION
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o TERM. Employee agrees to a two (2) year employment term with
annual renewals during which time, Employee agrees to the
terms of non-competition and non-disclosure as describe in
detail below;
o TERMINATION. Employee agrees that employment is "at will" and
may be terminated at any time for any cause.
NON-COMPETITION / XXX-XXXXXXXXXX
0. PROPERTY OF THE EMPLOYER. Upon termination of his employment
with IMC, the Employee shall surrender to IMC any and all
materials, including, but not limited to, vehicles, titles,
manuals, reports, documents, vendor/customer lists, all
software utilized by IMC and the like (including all copies
thereof) that he has in possession relating to the business of
IMC or its affiliates/partners. The Employee shall not be
entitles to retain any copies of any such items. The Employee
acknowledges that all such materials are the property of IMC
solely and that the Employee has no right, title or other
interest in or to such materials. This Section is effective
regardless of the reason for the termination of the Employee
and regardless of whether the Employment is terminated by the
Employee or IMC.
2. AGREEMENT NOT TO USE OR DISCLOSE TRADE SECRETS. During the
term of his Employment and a period of ten (10) years
thereafter, the Employee promises and agrees that he will not
disclose or utilize any trade secrets acquired during the
course of service with IMC and/or its related business
entities. As used herein, "trade secret" refers to the whole
or any portion or phase of any formula, pattern, device,
combination or devices, or compilation of information which is
for use, or is used, in the operation of the Employer's
business and which provides IMC an advantage, or an
opportunity to obtain an advantage, over those who do not know
or use it and which derives independent economic value, actual
or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use, and
which is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. "Trade secret" includes
scientific, technical, or commercial information, including
any design, list of suppliers, list of customers, as well as
pricing information or methodology, contractual arrangements
with vendors or suppliers, business development plans or
activities, or IMC financial information. This Section is
effective regardless of the reason for the termination of the
Employee and regardless of whether the Employment is
terminated by the Employee of IMC. This restrictive covenant
may be assigned to and enforced by any of IMC's assignees or
successors.
3. AGREEMENT NOT TO USE OR DISCLOSE CONFIDENTIAL OR PROPRIETARY
INFORMATION. During the term of his employment and a period of
ten (10) years thereafter, the Employee promises and agrees
that (a) he shall not disclose or utilize any confidential or
proprietary information acquired during the course of service
with IMC and/or its related business entities, and (b) he
shall not divulge, communicate, use to the detriment of IMC or
for the benefit of any other person or persons, or misuse in
any way, any confidential or proprietary information
pertaining to the business of IMC. Any confidential or
proprietary information or data now or hereafter acquired by
the Employee with respect to the business of IMC (which shall
include, but not be limited to, information concerning IMC
financial condition, prospects, technology, customers,
suppliers, methods of doing business and promotion of IMC's
products and services) shall be deemed a valuable, special and
unique asset of IMC's that is received by the Employee in
confidence. For purposes of this Agreement "confidential and
proprietary information" means information disclosed to the
Employee as a consequence of or through his employment by IMC
(including information conceived, originated, discovered or
developed by the Employee) after the date hereof and not
generally known or in the public domain and not readily
ascertainable by proper means, about IMC or its business. This
Section is effective regardless of the reason for the
termination of the Employee and regardless of whether the
Employment is terminated by the Employee of IMC. This
restrictive covenant may be assigned to and enforced by any of
IMC's assignees or successors.
4. AGREEMENT NOT TO HIRE THE EMPLOYER'S EMPLOYEES. If the
Employee leaves the employ of IMC, the Employee promises and
agrees that during the one (1) year following his departure
from IMC, he will not, without the express written permission
of IMC, directly or indirectly employ as a consultant or
employee any person who is employed as a consultant or
employee of IMC at the time of the Employee's termination, or
any person who was an employee or consultant of IMC during the
six months preceding the Employee's termination. This Section
is effective regardless of the reason for the termination of
the Employee and regardless of whether the Employment is
terminated by the Employee of IMC. This restrictive covenant
may be assigned to and enforced by any of IMC's assignees or
successors.
5. INJUNCTIVE RELIEF. In recognition of the unique services to be
performed by Employee and the possibility that any violation
by the Employee of the foregoing Sections may cause
irreparable or indeterminate damage or injury to IMC, the
Employee expressly stipulates and agrees that IMC shall be
entitled to obtain an injunction from any court of competent
jurisdiction restraining any violation or threatened violation
of the foregoing sections, without any requirement of posting
any bond for the obtaining of this injunctive relief. Such
right to an injunction shall be in addition to, and not in
limitation of, any other rights or remedies IMC may have for
damages.
6. NOTICES. All notices, request, demands and other
communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly
given when personally delivered, sent by registered or
certified mail, return receipt requested, postage prepaid, or
by private overnight mail service (e.g. Federal Express) to
the party at the address set forth in the Employee's personal
file or to such other address as either party may hereafter
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give notice of in accordance with the provisions hereof.
Notices shall be deemed given on the sooner of the date
actually received or the third business day after sending.
7. GOVERNING LAW AND FORUM SELECTION. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Florida without giving effect to such State's
conflicts of laws provisions. Employee hereto irrevocably
consents to the jurisdiction and venue of the federal and
state courts located in the State of Florida, county of
Broward, for any and all conflicts that may arise from or
relate to this Agreement. Employee agrees to waive any defense
or argument against such jurisdiction or choice of law,
including lack of personal jurisdiction and/or forum non
conveniens.
8. SEPARABILITY. If any of the restrictions contained in this
Agreement shall be deemed to be unenforceable by reason of the
extent, duration or geographical scope thereof, or otherwise,
then the court making such determination shall have the right
to reduce such extent, duration, geographical scope, or other
provisions hereof, and in its reduced form this Agreement
shall then be enforceable in the manner contemplated hereby.
This Agreement and each provision hereof, shall be deemed
severable and if any portion shall be held to be invalid for
any reason, the remainder shall not be deemed invalid but
shall remain in full force and effect.
9. REMEDIES NOT EXCLUSIVE. The rights and remedies provided in
this Agreement are cumulative and not exclusive and are in
addition to any other rights and remedies IMC may have at law
or otherwise.
10. ASSIGNMENT. No part of this Agreement may be assigned to
anyone but Employee. Any unauthorized assignment of any
section of this Agreement may cause this entire agreement to
become null and void, at IMC's discretion.
11. REPRESENTATION BY INDEPENDENT LEGAL COUNSEL. Employee hereby
acknowledges and confirms that he has had an opportunity to
retain independent legal counsel to independently advise him
of the legal consequences of the Agreement. Employee further
acknowledges and confirms that he has received strong
recommendation that he should retain separate and independent
counsel to advise him of the legal consequences of the
Agreement.
12. COSTS AND ATTORNEY'S FEES. The prevailing party in any
litigation that arises from or relates to this Agreement shall
be entitled to recover from the other party all reasonable
costs and expenses of such litigation, including reasonable
attorney's fees and costs of appeal.
This Agreement shall be binding upon the parties. IMC shall have the right
to assign this Agreement to its parent company, Intelligent Motor Cars Group,
Inc. This Agreement shall be enforced under the laws of the State of Florida.
This is the entire agreement between the EMPLOYEE and IMC.
Signed and agreed to this 2 day of December, 2003.
By: By:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxx X. Xxxxxx, Employee Xxxxxxx Xxxxxxxxx, COO
Intelligent Motor Cars, Inc.
