EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of April 23, 1998 by and between
Fairfax Group, Inc., a Nevada corporation (the "Company"), and
Xxxxxx X. Xxxxxx ("Employee").
WHEREAS, the availability of Employee's services is regarded
by the Company as vitally important to its corporate growth and
success, and
WHEREAS, Employee desires to formalize his employment with the
Company and to maximize the security of his position, and
WHEREAS, the Company and Employee desire to enter into an
employment agreement which will set forth the terms and conditions
upon which Employee shall be employed by the Company and upon which
the Company shall compensate Employee.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties have agreed, and do hereby
agree, as follows:
Section 1: Employment.
The Company employs Employee and Employee accepts employment
upon the terms and conditions set forth.
Section 2: Term.
Subject to the provisions for termination as provided in
Section 9 hereof, the term of this agreement shall begin on April
23, 1998, and shall terminate on at the will of either the Company
and or the Employee upon 30 days written notice.
Section 3: Compensation.
For all services rendered by Employee under this agreement,
the Company shall pay Employee an annual base salary, to be
determined by its board of directors (the "Board"), but in no event
shall the annual salary be less than $30,000 per year, payable in
equal monthly installments on the first day of each month. The
Board shall meet at least annually for the purpose of determining
Employee's annual base salary based on the then apparent value of
his services.
Section 4: Duties.
Employee shall serve as President and Chief Executive Officer
of the Company, and shall assume other duties as the Board may
assign. In these capacities, Employee shall be responsible for
managing and overseeing the Company's day to day operations. The
services to be performed by Employee may be extended or curtailed
from time to time at the direction of the Board. As of the date of
execution of this agreement, Employee is serving as a director of
the Company and Employee agrees to continue to serve in that
capacity without compensation. Nothing, however, shall be
construed as requiring the Company or any other person to cause the
continuation, election, or appointment of Employee as a director,
or as any specific officer.
Section 5: Extent of Services.
It is recognized by the Company that Employee now engages in
businesses other than the Company's business, and nothing in this
agreement shall be construed to limit Employee's freedom to
continue to engage in such other businesses. It is agreed,
however, that Employee will devote his best efforts to the needs of
the Company, and shall not allow his other business activities to
materially interfere with his duties to the Company.
Section 6: Expenses.
Employee is authorized to incur reasonable expenses on behalf
of the Company in performing his duties, including expenses for
general administration of the Company's office, travel,
transportation, entertainment, gifts and similar items, which
expenses shall be paid by the Company.
Section 7: Vacations.
Employee shall be entitled each year to a vacation of Twenty
(20) weekdays, no two of which need be consecutive, during which
time compensation shall be paid in full.
Section 8: Intentionally Left Blank.
Section 9: Termination.
Employee's employment hereunder shall automatically terminate
upon (i) his death; (ii) Employee's voluntarily leaving the employ
of the Company; (iii) the Company's discretion with or without
cause.
Section 10: Confidential Information.
The Employee agrees not to divulge, furnish or make available
to anyone (other than in the regular course of business of the
Company) any knowledge or information with respect to confidential
or secret methods, processes, plans or materials of the Company or
with respect to any other confidential or secret aspect of the
Company's activities.
Section 11: Intentionally Left Blank.
Section 12: Notices.
Any notice required or permitted to be given to Employee
pursuant to this Agreement shall be sufficiently given if hand
delivered or sent to Employee by certified mail, return receipt
requested, addressed to him at the following address:
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
or at such other address as he shall designate by notice to the
Company, and any notice required or permitted to be given to the
Company pursuant to this Agreement shall be sufficiently given if
hand delivered or sent to the Company by certified mail, return
receipt requested, addressed to it at 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, or at such other address
as the Company shall designate by notice to the Employee.
Section 13: Waiver of Breach.
The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach. If any provision of this Agreement shall be
held to be invalid or unenforceable, such invalidity or
unenforceability shall attach only to such provision and not in any
way effect or render invalid or unenforceable any other provisions
of this Agreement, and this Agreement shall be carried out as if
such invalid or unenforceable provision were not embodied therein.
Section 14: Assignment.
This Agreement, as it relates to the employment of Employee,
is a personal contract and the rights and interests of Employee
hereunder may not be sold, transferred, assigned, pledged or
hypothecated. Except as otherwise herein expressly provided, this
Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns including, without
limitation, any corporation or other entity into which the Company
is merged or which acquires all of the outstanding Company's common
stock, or all or substantially all of the assets, of the Company.
Section 15: Entire Agreement.
This Agreement constitutes the entire agreement between the
parties and there are no representations, warranties or commitments
except as set forth herein. This Agreement supersedes all prior
and contemporaneous agreements, understandings, negotiations and
discussions, whether written or oral, of the parties hereto
relating to the transactions contemplated by this Agreement. This
Agreement may be amended only in writing executed by the parties
hereto affected by such amendment.
Section 16: Governing Law.
This Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of Florida
applicable to agreements made and to be performed entirely in
Florida.
Section 17: Arbitration.
Any controversy or claim arising out of, or relating to, this
Agreement or its breach, shall be settled by arbitration in
accordance with the governing rules of the American Arbitration
Association at the time of the arbitration. Judgment upon the
award rendered may be entered in any court of competent
jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 23 day of April, 1998.
WITNESS: FAIRFAX GROUP, INC.
_________________________ By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
WITNESS: Employee
_________________________ /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
ADDENDUM TO EMPLOYMENT AGREEMENT
ADDENDUM TO EMPLOYMENT AGREEMENT dated as of September 8,
1998, by and between by and between Fairfax Group, Inc., a Florida
corporation (f/k/a/ Fairfax Group, Inc., a Nevada corporation)
(the "Company"), and Xxxxxx X. Xxxxxx ("Employee").
WHEREAS, on April 23, 1998 Employee formalized his employment
with the Company pursuant to that Employment Agreement dated April
23, 1998 between Employee and the Company (the "Employment
Agreement");
WHEREAS, since the date of the Employment Agreement a
corporate reorganization has occurred with respect to the Company, in that
the corporation known as Fairfax Group, Inc., a Nevada corporation
disappeared pursuant to a merger between Fairfax Group, Inc., a Nevada
corporation and Fairfax Group, Inc., a Florida corporation, whereby
the Company is now known as Fairfax Group, Inc., a Florida corporation ; and
WHEREAS, the continued availability of Employee's services is
regarded by the Company as vitally important to its corporate growth and
success, and
WHEREAS, the Company and Employee desire to maintain the Employment
Agreement in full force and effect so that the corporate reorganization shall
not alter or amend any of the terms or conditions of the Employment Agreement.
NOW, THEREFORE, the Company and Employee hereby agree that for
consideration which is hereby received and acknowledged, the Employment
Agreement shall be maintained in full force and effect without altering or
amending any of the terms or conditions of the Employment Agreement.
The undersigned have executed this Agreement as of the 8th day of
September, 1998.
FAIRFAX GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
Employee
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
