EXHIBIT 4.3
Employment Agreement of Xxxxxxx Xxxxx
June18, 2004
Xxxxxxx X Xxxxx
00000 Xxxxxxxxx Xxxx
Xxxx, Xxxxxx
00000
Re: Terms of Agreement
Dear Xxxx:
We are pleased to inform you that OFG EuroPacific Limited ("OFG") and Master
Distribution Systems Inc. ("MDS") (the "Company") have decided to make you this
offer. This letter sets forth the terms of the offer, which, if you accept, will
govern our Agreement.
Position; Duties.
----------------
Your position will be President and Chief Operating Officer of MDS's Glass
Restoration Division, reporting to Xxxxx Xxxxxxxxx, who will be Chief Executive
Officer of the Company. You will also be on the Board of Directors of the
Company,
Your duties and responsibilities will be as designated by the Company, with an
initial focus on the following:
(i) As the person responsible for the Glass Restoration Division of
MDS you will initially setup dealerships ("Corporate Stores") which will be
75% owned by MDS and 25% owned by yourself as set out below;
(ii) You will have full Operational responsibilities for the Corporate
Stores as well as oversee and liaise with other dealerships, which MDS has
re-sold (or will re-sell in the future), and dealerships which MDS has
entered into under other partnership agreements; and
(iii) Develop tools for IG restoration services and locate and/or
develop other glass restoration services and add on processes that are
synergistic with the CCWWi dealerships, with the goal to make the Company,
or its glass restoration division, a major player in the glass restoration
business world wide.
Full Time Position.
-------------------
The term will begin on July 15, 2004, and will be for a period of two (2) years.
Once we have established a Corporation to own stores in the US, your position
will be with that Corporation and we agree to make the necessary changes at that
time. You will continue to act as a Director and Officer of MDS responsible for
the development of the glass restoration division of MDS.
Compensation.
------------
Your compensation will be $96,000.00 USD a year, paid in equal payments on the
1st and 15th of each month. You will be entitled to one week's paid vacation
(equivalent of 5 business days) for each year of full employment, with a minimum
of 2 weeks after the first year and a maximum of 5 weeks. The Company agrees to
provide an immediate payment upon your signing of this Letter Agreement of four
thousand ($4,000.00 USD) into your vacation fund that you may withdraw as you
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Compensation - continued
decide. There will be a Family Health Insurance Benefit Package, the final terms
and conditions of which must be made available for Company approval;
Stock.
-----
You will be granted 250,000 shares of the MDS Company's Common Stock, ("Stock")
(this represents approximately 2.5% of the planned initial stock issue of MDS)
vesting over a two (2) year term with 50,000 of the Stock vesting immediately
upon MDS being in a legal position to issue the Stock. The remaining Stock will
be issued to you as follows: 100,000 shares upon the first anniversary date of
this Agreement and the remaining 100,000 shares upon the second anniversary date
of this Agreement, provided that this Agreement, or a subsequent replacement
agreement, is still in effect at those times and you are still working for MDS
at that time. Your Stock is subject to dilution in the event that MDS decides to
authorize and/or issue any additional shares in the future.
Equity In Corporate Owned Stores of MDS.
---------------------------------------
You will be granted a twenty-five (25%) per cent equity position in each Store
to be opened by MDS in the US during the term of our Agreement. This will most
likely consist of shares in a private US Corporation incorporated for the
purpose of owning and operating Corporate owned stores in the US.
Form of Agreement(s).
-------------------
The parties shall at any time, at the request of the other party, do and execute
all acts, deeds, documents and things as may reasonably be required by the other
to perfect and complete the grant of rights conferred by this Agreement on the
other.
Confidentiality and Invention Assignment Agreement.
--------------------------------------------------
You will be subject to the MDS Company's Confidentiality and Invention
Assignment Agreement, which must be signed and returned by you before any
business relationship will be effective.
Certain Acts.
------------
During your contractual relationship with the Company, you will not do anything
to compete with the Company's present or contemplated business, nor will you
plan or organize any competitive business activity. You will not enter into any
agreement, which conflicts with your duties or obligations to the Company. You
will not during our contractual relationship or within one (1) year after it
ends, without the Company's express written consent, directly or indirectly
solicit or encourage any employee, agent, independent contractor, supplier,
customer, consultant or any other person or company to terminate or alter a
relationship with the Company.
No Inconsistent Obligations.
---------------------------
You represent that you are aware of no obligations legal or otherwise,
inconsistent with the terms of this Agreement or with your undertaking this
arrangement with the Company. You will not disclose to the Company, or use, or
induce the Company to use, any proprietary information or trade secrets of
others. You represent and warrant that you have returned all proprietary and
confidential information belonging to all prior employers.
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Miscellaneous.
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Upon your acceptance, this letter will contain the entire agreement and
understanding between you and the Company and supersedes any prior or
contemporaneous agreements, understandings, communications, offers,
representations, warranties, or commitments by or on behalf of the Company (oral
or written). The terms of your contractual relationship may in the future be
amended, but only in writing and signed by both you and by a duly authorized
executive officer, on behalf of the Company. It is fully intended that either a
formal partnership or employment agreement will be prepared and executed along
with the Confidentiality and Invention Assignment Agreement referred to herein,
and in the event that any other formal agreements are required in order to
formalize this Letter Agreement, the parties agree to execute same in due
course.
In making this offer, we are relying on the information you have provided us
about your background and experience, including any information provided us in
any communications that you may have submitted to us. The language in this
letter will be construed as to its fair meaning and not strictly for or against
either of us. In the event a dispute does arise, this Letter Agreement,
including the validity, interpretation, construction and performance of this
Letter Agreement, shall be governed by and construed in accordance with the
substantive laws of the State of Nevada. It is understood however, that in the
event that the laws of the State of Oregon need to apply, in the event that an
employment contract is required rather than a partnership contract, we agree to
submit to the laws and the jurisdiction of the State of Oregon for that limited
purpose.
If these terms are acceptable, please sign in the space provided below and
return this letter to us.
We are looking forward to having you join the Company.
Yours truly,
/s/Xxxxxx X. Xxxxxxx, C.E.O of OFG
-----------------------------------
Xxxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxx C.E.O of MDS
Agreed and Accepted this 18th day of June, 2004.
/s/ Xxxxxxx X Xxxxx
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