Employment Agreement
Exhibit
10.1
Employment
Agreement, between Abazias, Inc. (the "Company") and Xxxxx Xxxxxxxxx (the
"Employee").
1.
For
good consideration, the Company employs the Employee on the following terms
and
conditions.
2.
Term
of Employment.
Subject
to the provisions for termination set forth below this agreement will begin
on
February 22, 2007, unless sooner terminated.
3.
Salary.
The
Company shall allow Employee to purchase Two Hundred and Fifty Thousand shares
of Restricted Abazias common stock (symbol-ABZA) at $.05 cents per two year
period valued at approximately $500,000, for the services of the Employee,
payable in advance.
4.
Duties
and Position.
the
Company hires the Employee in the capacity of CEO. The Employee's duties may
be
reasonably modified at the Company's discretion from time to time.
5.
Employee
to Devote Significant Time to Company.
The
Employee will devote significant time, attention, and energies to the business
of the Company, yet, during this employment, will be allowed to engage in any
other business activity, regardless of whether such activity is pursued for
profit, gain, or other pecuniary advantage. Employee is not prohibited from
making personal investments in any other businesses provided those investments
even if they require active involvement in the operation of said
companies.
6.
Confidentiality
of Proprietary Information.
Employee agrees, during or after the term of this employment, not to reveal
confidential information, or trade secrets to any person, firm, corporation,
or
entity. Should Employee reveal or threaten to reveal this information, the
Company shall be entitled to an injunction restraining the Employee from
disclosing same, or from rendering any services to any entity to whom said
information has been or is threatened to be disclosed, the right to secure
an
injunction is not exclusive, and the Company may pursue any other remedies
it
has against the Employee for a breach or threatened breach of this condition,
including the recovery of damages from the Employee.
7.
Reimbursement
of Expenses.
The
Employee may incur reasonable expenses for furthering the Company's business,
including expenses for entertainment, travel, and similar items. The Company
shall reimburse Employee for all business expenses after the Employee presents
an itemized account of expenditures, pursuant to Company policy.
8.
Vacation.
The
Employee shall be entitled to a yearly vacation of 2 weeks at full
pay.
9.
Disability.
In the
event that the Employee cannot perform the duties because of illness or
incapacity for a period of more than 8 weeks, the compensation otherwise due
during said illness or incapacity will be reduced by pro rata . The Employee's
full compensation will be reinstated upon return to work. However, if the
Employee is absent from work for any reason for a continuous period of over
3
months, the Company may terminate the Employee's employment, and the Company's
obligations under this agreement will cease on that date.
10.
Termination
of Agreement.
Without
cause, the Company may terminate this agreement at any time upon 10 days'
written notice to the Employee. If the Company requests, the Employee will
continue to perform his/her duties and may be paid his/her regular salary up
to
the date of termination. In addition, the Company will pay the Employee on
the
date of the termination a severance allowance of $ 10 thousand less taxes and
Social Security required to be withheld, without cause, the Employee may
terminate employment upon 30 days' written notice to the Company. Employee
may
be required to perform his or her duties and will be paid the regular salary
to
date of termination but shall not receive severance allowance. Notwithstanding
anything to the contrary contained in this agreement, the Company may terminate
the Employee's employment upon 60 days' notice to the Employee should any of
the
following events occur:
(a)
The
sale of substantially all of the Company's assets to a single purchaser or
group
of associated purchasers; or
(b)
The
sale, exchange, or other disposition, in one transaction of the majority of
the
Company's outstanding corporate shares; or
(c)
The
Company's decision to terminate its business and liquidate its
assets;
(d)
The
merger or consolidation of the Company with another company.
(e)
Bankruptcy or chapter 11 reorganization.
11.
Death
Benefit.
Should
Employee die during the term of employment, the Company shall pay to Employee's
estate any compensation due through the end of the month in which death
occurred.
12.
Restriction
on Post Employment Compensation.
For a
period of 30 days after the end of employment, the Employee shall not control,
consult to or be employed by any business similar to that conducted by the
company, either by soliciting any of its accounts or by operating within
Employer's general trading area.
13.
Assistance
in Litigation.
Employee shall upon reasonable notice, furnish such information and proper
assistance to the Company as it may reasonably require in connection with any
litigation in which it is, or may become, a party either during or after
employment.
14.
Effect
of Prior Agreements.
This
Agreement supersedes any prior agreement between the Company or any predecessor
of the Company and the Employee, except that this agreement shall not affect
or
operate to reduce any benefit or compensation inuring to the Employee of a
kind
elsewhere provided and not expressly provided in this agreement.
15.
Settlement
by Arbitration.
Any
claim or controversy that arises out of or relates to this agreement, or the
breach of it, shall be settled by arbitration in accordance with the rules
of
the American Arbitration Association. Judgment upon the award rendered may
be
entered in any court with jurisdiction.
16.
Limited
Effect of Waiver by Company.
Should
Company waive breach of any provision of this agreement by the Employee, that
waiver will not operate or be construed as a waiver of further breach by the
Employee.
17.
Severability.
If, for
any reason, any provision of this agreement is held invalid, all other
provisions of this agreement shall remain in effect. If this agreement is held
invalid or cannot be enforced, then to the full extent permitted by law any
prior agreement between the Company (or any predecessor thereof) and the
Employee shall be deemed reinstated as if this agreement had not been
executed.
18.
Assumption
of Agreement by Company's Successors and Assignees.
The
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.
19.
Oral
Modifications Not Binding.
This
instrument is the entire agreement of the Company and the Employee. Oral changes
have no effect. It may be altered only by a written agreement signed by the
party against whom enforcement of any waiver, change, modification, extension,
or discharge is sought.
Signed this_____ day of _____________________ 20____. | ||
______________________________ | ____________________________ | |
Company | Employee |