EXHIBIT 10.2
It is this 8th day of April, 1998 agreed by and between Carnegie International
Corporation, with an office and place of business at 00000 XxXxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxxxx Plaza III, Xxxx Valley, MD., 21031 (hereinafter called
"Corporation"), duly authorized by its Board of Directors, and E. Xxxxx Xxxxx
(hereinafter called "Employee").
Corporation desires to employ Employee as Chairman of the Board of Directors and
Chief Operating Officer of the Corporation under the terms and conditions set
forth herein and Employee desires to be so employed.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Employment. Corporation agrees to employ Employee and Employee agrees to be
so employed in the capacity of Chairman of the Board and Chief Operating
Officer. Heretofore, employee has served as a consultant.
2. Term. Employment shall be for a term of five (5) years commencing on April
8, 1998, unless the Employee shall have received written notification from
the Board of Directors of Corporation that this Employment Agreement will
not be renewed at least 90 days prior to its expiration, then this Agreement
shall be extended, without further formalities, on the same terms and
conditions.
3. Salary. Corporation shall provide to Employee as a compensation for his
services $200,000.00 compensation.
4. Insurance Benefits. The Corporation shall maintain medical and dental
insurance programs. The Corporation shall pay 100% of the expense incurred
for these for the Employee and his family.
5. Additional Compensation. A performance bonus shall be paid annually. The
bonus will be determined and based upon the net profits of the Corporation
for each year. Employee will be entitled to a company automobile.
6. Stock Options. Employee shall have the option of purchasing 1,000,000 shares
of common stock of the Corporation at the bid price on the date this
Agreement is signed, or $.45 per share, upon the following terms and
conditions:
(i) The right to exercise such option to purchase 1,000,000 shares of
stock to be issued by the Corporation shall become vested when the
Corporation has a consolidated pre-tax net income of $1,000,000 or
more in 2 consecutive quarters. These quarters can include the time
when employee was a consultant to the Corporation. The above shares
shall be part of a qualified stock option plan if one has been
established by the Corporation at the time of the exercise of the
option.
(ii) The options must be exercised no later than December 31, 1999 or the
options will become void.
(iii) In addition to the foregoing, Employee shall have the right to
purchase an additional 500,000 shares to be issued by the Corporation
at $.10 per share upon the Corporation successfully completing an
Offering of 5,000,000 shares of Corporate stock or $5,000,000
whichever is lower. These shares will be part of an Unqualified Option
Plan.
7. Expenses. Reimbursement. The Corporation shall reimburse Employee for all
reasonable and necessary expenses incurred in carrying out his duties under
this Agreement. Employee shall present to the Corporation an itemized
account of such expenses in any form required by the Corporation.
8. Termination. This Agreement may be terminated for the following reasons:
(a) For Cause: Corporation may terminate this Agreement for cause because
of Employee's gross and intentional failure to perform the duties of
Chief Operating Officer.
(b) Disability: Employer shall have the right to terminate this Agreement
on 30 days notice to Employee if, because of mental or physical
disability Employee shall be determined by competent medical authority
to be incapable for a period of 90 days from fully performing any or
all of his obligations of his position within the Corporation. In this
event Corporation's obligations under this Agreement shall terminate
52 weeks after the determination of such disability.
(c) Convenience of the Corporation: In the event Employee's employment is
terminated by the Corporation for reasons of convenience of the
Corporation and not due to any cause as provided above, the
Corporation agrees to provide to Employee written notice 90 days prior
to the effective date of termination plus five (5) years salary to the
balance of salary due under the terms of this Agreement.
9. Indemnity. Corporation shall indemnify Employee and hold him harmless for
all acts or decisions made by him in good faith while performing services
for the Corporation. Corporation shall use its best efforts to obtain
insurance coverage for him covering his acts or decisions during the term of
his employment against lawsuits. Corporation shall pay all expenses
including attorneys fees actually and necessarily insured by Employee in
connection with the defense of such act or decision in any suit or
proceeding and in connection with any related appeal including the cost of
settlement.
10. Notices. All Notices required or permitted to be given under this Agreement
shall be given by certified mail, return receipt requested, to the parties
at the following addresses or to such other addresses as either may
designate in writing to the other party.
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If to the Corporation:
Carnegie International Corporation
11350 XxXxxxxxx Rock, Suite 0000
Xxxxxxxxx Xxxxx XXX
Xxxx Xxxxxx, XX 00000
If to Employee:
E. Xxxxx Xxxxx
0000 Xxxxxxx Xx.
Xxx Xxx, XX 00000
11. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Maryland.
12. Entire Contract. This Agreement constitutes the entire understanding and
agreement between the Corporation and Employee with regard to all matters
herein. There are no other agreements, conditions, or representatives, oral
or written, express or implied, with regard thereto. This Agreement may be
amended only in writing, signed by both parties.
13. Headings. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
14. Binding Effect. The provisions of this Agreement shall be binding upon the
inure to the benefit of both parties and their respective successors and
assigns.
In Witness Whereof, Corporation has by its appropriate officers, signed and
affixed its seal and Employee has signed and sealed this Agreement.
ATTEST CARNEGIE INTERNATIONAL CORPORATION
/s/ By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
WITNESS EMPLOYEE
/s/ By: /s/ E. Xxxxx Xxxxx
Xxxxx Xxxxx
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