EXHIBIT 10.6
EMPLOYMENT CONTRACT
THIS ACREEMENT made and entered in to this 2nd day of January, 2001 between
Equity Technologies & Resources, Inc. a Delaware corporation, its successors and
assigns with its principal place of business at 0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as Corporation) and Xxxxx
Xxxxxx Xxxxxxx of Lexington, Fayette County, Kentucky (hereinafter referred to
as "Employee"):
WHEREAS. Employee is the Vice-President for Strategy and Development of the
Corporation and is responsible for developing the busincss of said Corporation;
and,
WHEREAS. Corporation believes that the future services of the Employee will
be of great value to the Corporation; and,
WHEREAS. Employee is willing to continue in the employ of thc Corporation
for two (2) years, subject to renewal of this Contract at the option of the
Employee; and,
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of all of which is acknowledged, the parties
have agreed as follows:
|. Duties During Employment Period. The Corporation hereby employs Employee
uro). and Employee agrees to serve the Corporation as Vice-President for
Strategy and Development during the period beginning January 2, 2001. and
ending December 3l, 2003. Employee shall devote such time, attention and
energies to the business of the Corporation as shall be reasonably
necessary to discharge his duties under this Agreement. Emploryee shall
carry out such executive services and duties as shall be assigned to him
from tine to time by the officers of the corporation, provided such
services and duties do not impose time demands on Employee which are
unreasonable, burdensome, and provided further, that only for purposes of
determining whether there has been a violation under paragraph 7 below.
Employee shall not be expected to perform duties substantially different
from thoes performed by Employee prior to the date hereof.
2. Restriction on Competition. Employee agrees that during the term of his
employment he will not, unless acting the prior written consent of the
Corporation, directly or indirectly, own, manage, operate, join, control or
participate in the ownership, management, operation or control of or be
connected as an officer, employee partner with any business engaged in the
same business of the Corporation. The Employee agrees that the remedy at
law for any breach of the foregoing will be inadequate and that the
Corporation shall be entitled to temporary and permanent injunctive relief
without the necesity of proving actual damage to the Corporation.
3. Compensation. The Corporation shall pay to Employee and Emplo]ee shall
accept from the Corporation, for his serviccs dunng the Emplolment Period,
compensation at the minimum rate of $l20,000.00 per annum until C-Shell
Corporation LLC becomes profitable and able to pay Employees salary of
$30,000.00 per annum aftcr which the compensation from the Corporation
shall be $90,000.00 per annum which shall be payable in equal installmcnts
no less than monthly.
4. Benefits. In addition to the payments required hereunder, Corporation shall
pay Employee premiums (family) for major medical insurance, provide a term
life insurance policy in such sum as is agreed upon by the parties hereto,
not to exceed Onc Million Dollars, and provide Employee with a retirement
plan. Employee shall be covered by thc stock option plan of the
Corporation.
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5 Disclosure of Information. Employee shall not during or for two (2) years
after the term of his employment, disclose information regarding the
shareholders of the Corporation, customers, sales arrangemcnts, or other
proprietary Infonnation of the Corporatron to any person, firm,
corporatlon, association, or othcr entiy for any reason or purpose
whatsoever, accept as such disclosurc may necessary or required in the
ordinary course of business or in order to provide information to service
agencies,. accountants, attorneys,. or othcr consultant retained or
employed by thc Corporation.
6. Expenses. During thc Employment Period, the Employee is authorized to incur
resonable expenses for promoting the busincss of thc Corporation, including
expenses for entertainment, travel (whether local or othcrwise) and similar
items. Thc Corporation will rcimburse thc Emplovcc for all such cxpcnses
upon the presentation by the Employee of an itcmized account of such
expenditures in accordance with the Corporation's policy in effect from
time to time.
7. Physical Disability. If by reason of illness or incapacity the Employee is
unable fully to perfom his duties during the Employment Period, his
compensation shall be continued without modification for thc term of this
Agreement.
8. Termination. In the event the Board of Directors determines thc Employee is
in violation of Paragraphs l, 2, or 5 of this Agreement, it shall inform
the Employee of thc violation by written notice. If. after 30 days of
receipt of the notice by Employee, the Board of Directors and the employee
are not in agreement that the violation, if any, no longer exists, then the
controversy shall, at the option of the Board of Directors be made the
subject of an arbitration pursuant to paragraph 10 of this Agreement. If
the award of arbitration is against the Employee, his employment is
terminated. In the event the Employee terminates this Agreemcnt before its
expiration, the Corporation shall only be obligated to pay the Employee
compcnsation to the date of tcrmination. the Employee agrees that after
such termination hc will continue to comply with paragraphs 2 and 5 of this
Agreement.
9. Death During Employment. If Employee dies during thc term of this
Agreement, the Corporation shall pay to the estate of the Employee the
balance of the compensation which would othcrwise be payable to the
employeer through the term of this Agreement.
10. Fringe Benefits. During the Employment Pcriod Employee shall be entitled to
any benefits in effect from time to time which the Corporation provides to
officers, othcr than the President which fringe benefits are not covered in
paragraph 4 of this Agreement.
11. Arbitration. Any controversy or claim arising out of or relating to this
Agreement of thc breach thereof shall be settled by arbitration to be held
in Lexington, Kentucky, in accordance with the commercial rules then
obtaining of the American Arbitration Association and the judgement upon
the award rendered may be entered in any court of competent jurisdiction.
12. Notices. Any notices rcquired or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by Certified Mail to the
residence of the Employee or to the principal office of thc Corporation.
13. Waiver or Breach. The waiver of a breach of any provision of this Agreement
by either of the parties shall not operate or be construed as a waivcr of
any subsequent breach by the other party.
14. Entire Agreement. This instrument contains the entire Agreement of the
parties. which may not bc changed orally, but only by an agreement in
writting signed by the party against whom enforcement of any waiver,
change. amendment, modification, alteration or discharge is sought.
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15. Binding Effect. This Ageement shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators, successors and assigns of
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
2nd day ofJanuary, 2001.
EQUITY TECHNOLOGIES & RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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XXXXX X. XXXXXX, XX. PRESIDENT
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