EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is entered into by and between AutoExotica
International, Ltd., a Nevada corporation (the "Company"), and Xxxxxx Xxxxx, the
undersigned individual ("Executive").
RECITAL
The Company and Executive desire to enter into an Employment Agreement
setting forth the terms and conditions of Executive's employment with the
Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as follows:
1. Employment
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(a) Term The Company hereby employs Executive to serve as the
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Chief Executive Officer and to serve in such additional or different position or
positions as the Company may determine in its sole discretion. The term of
employment shall be for a period of 3 years ("Employment Period") to commence on
the date hereof, unless earlier terminated as set forth herein.
(b) Duties and Responsibilities Executive will report to Board
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of Directors. Within the limitations established by the Bylaws of the Company,
the Executive shall have each and all of the duties and responsibilities of that
position and such other or different duties on behalf of the Company, as may be
assigned from time to time by the Board of Directors.
(c) Location The initial principal location at which Executive
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shall perform services for the Company shall be Bayonne, New Jersey.
2. Compensation
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(a) Base Salary Executive shall be paid a base salary ("Base
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Salary") at the annual rate of $85,000, payable in bi-weekly installments
consistent with Company's payroll practices. The annual Base Salary shall be
increased by ten percent (10%) annually on the anniversary hereof, unless
employment hereunder shall have been terminated earlier pursuant to this
Agreement.
(b) Payment Payment of all compensation to Executive hereunder
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shall be made in accordance with the relevant Company policies in effect from
time to time, including normal payroll practices, and shall be subject to all
applicable employment and withholding taxes.
(c) Bonus Executive shall also be entitled to a bonus determined
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at the sole discretion of the Board of Directors.
3. Other Employment Benefits
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(a) Business Expenses Upon submission of itemized expense
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statements in the manner specified by the Company, Executive shall be entitled
to reimbursement for reasonable travel
and other reasonable business expenses duly incurred by Executive in the
performance of his duties under this Agreement.
(b) Benefit Plans Executive shall be entitled to participate in
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the Company's medical and dental plans, life and disability insurance plans and
retirement plans pursuant to their terms and conditions. Executive shall be
entitled to participate in any other benefit plan offered by the Company to its
employees during the term of this Agreement (other than stock option or stock
incentive plans, which are governed by Section 3(d) below). Nothing in this
Agreement shall preclude the Company or any affiliate of the Company from
terminating or amending any employee benefit plan or program from time to time.
(c) Vacation Executive shall be entitled to four (4) weeks of
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vacation each year of full employment, exclusive of legal holidays, as long as
the scheduling of Executive's vacation does not interfere with the Company's
normal business operations.
(d) Stock Options Executive shall be entitled to participate in
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any stock option plan adopted by the Company which affords other executive
officers of like stature the right to participate.
(e) No Other Benefits Executive understands and acknowledges
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that the compensation specified in Sections 2 and 3 of this Agreement shall be
in lieu of any and all other compensation, benefits and plans.
4. Executive's Business Activities Executive shall devote the
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substantial portion of his entire business time, attention and energy
exclusively to the business and affairs of the Company and its affiliates, as
its business and affairs now exist and as they hereafter may be changed.
[Executive may serve as a member of the Board of Directors of other
organizations that do not compete with the Company, and may participate in other
professional, civic, governmental organizations and activities that do not
materially affect his ability to carry out his duties hereunder.]
5. Termination of Employment
(a) For Cause Notwithstanding anything herein to the contrary,
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the Company may terminate Executive's employment hereunder for cause for any one
of the following reasons: (1) conviction of a felony, any act involving moral
turpitude, or a misdemeanor where imprisonment is imposed, (2) commission of any
act of theft, fraud, dishonesty, or falsification of any employment or Company
records, (3) improper disclosure of the Company's confidential or proprietary
information, (4) any action by the Executive which has a detrimental effect on
the Company's reputation or business, (5) Executive's failure or inability to
perform any reasonable assigned duties after written notice from the Company of,
and a reasonable opportunity to cure, such failure or inability, (6) any breach
of this Agreement, which breach is not cured within ten (10) days following
written notice of such breach, (7) a course of conduct amounting to gross
incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation
of a corporate opportunity, or (10) misconduct in connection with the
performance of any of Executive's duties, including, without limitation,
misappropriation of funds or property of the Company, securing or attempting to
secure personally any profit in connection with any transaction entered into on
behalf of the Company, misrepresentation to the Company, or any violation of law
or regulations on Company premises or to which the Company is subject. Upon
termination of Executive's employment with the Company for cause, the Company
shall be under no further obligation to Executive, except to pay all accrued but
unpaid base salary and accrued vacation to the date of termination thereof.
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(b) Without Cause The Company may terminate Executive's
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employment hereunder at any time without cause, provided, however, that
Executive shall be entitled to severance pay in the amount of fifty-two (52)
weeks of Base Salary in addition to accrued but unpaid Base Salary and accrued
vacation, less deductions required by law, but if, and only if, Executive
executes a valid and comprehensive release of any and all claims that the
Executive may have against the Company in a form provided by the Company and
Executive executes such form within seven (7) days of tender.
(c) Resignation Upon termination of employment, Executive shall
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be deemed to have resigned from the Board of Directors of the Company if he is a
director.
(d) Cooperation After notice of termination, Executive shall
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cooperate with the Company, as reasonably requested by the Company, to effect a
transition of Executive's responsibilities and to ensure that the Company is
aware of all matters being handled by Executive.
6. Disability of Executive The Company may terminate this Agreement
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without liability if Executive shall be permanently prevented from properly
performing his essential duties hereunder with reasonable accommodation by
reason of illness or other physical or mental incapacity for a period of more
than 120 consecutive days. Upon such termination, Executive shall be entitled to
all accrued but unpaid Base Salary and vacation.
7. Death of Executive In the event of the death of Executive during
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the Employment Period, the Company's obligations hereunder shall automatically
cease and terminate; provided, however, that within 15 days the Company shall
pay to Executive's heirs or personal representatives Executive's Base Salary and
accrued vacation accrued to the date of death.
8. Exclusive Employment During employment with the Company,
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Executive will not do anything to compete with the Company's present or
contemplated business, nor will he or she plan or organize any competitive
business activity. Executive will not enter into any agreement which conflicts
with his duties or obligations to the Company. Executive will not during his
employment 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.
9. Assignment and Transfer Executive's rights and obligations under
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this Agreement shall not be transferable by assignment or otherwise, and any
purported assignment, transfer or delegation thereof shall be void. This
Agreement shall inure to the benefit of, and be binding upon and enforceable by,
any purchaser of substantially all of Company's assets, any corporate successor
to Company or any assignee thereof.
10. No Inconsistent Obligations Executive is aware of no obligations,
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legal or otherwise, inconsistent with the terms of this Agreement or with his
undertaking employment with the Company. Executive will not disclose to the
Company, or use, or induce the Company to use, any proprietary information or
trade secrets of others. Executive represents and warrants that he or she has
returned all property and confidential information belonging to all prior
employers.
11. Miscellaneous
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(a) Attorneys' Fees Should either party hereto, or any heir,
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personal representative, successor or assign of either party hereto, resort to
legal proceedings in connection with this Agreement or Executive's employment
with the Company, the party or parties prevailing in such legal proceedings
shall be entitled, in addition to such other relief as may be granted, to
recover its or
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their reasonable attorneys' fees and costs in such legal proceedings from the
non-prevailing party or parties; provided, however, that nothing herein is
intended to affect the provisions of Section 12(l).
(b) Governing Law This Agreement shall be governed by and
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construed in accordance with the laws of the State of New Jersey without regard
to conflict of law principles.
(c) Entire Agreement This Agreement contains the entire
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agreement and understanding between the parties hereto and supersedes any prior
or contemporaneous written or oral agreements, representations and warranties
between them respecting the subject matter hereof.
(d) Amendment This Agreement may be amended only by a writing
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signed by Executive and by a duly authorized representative of the Company.
(e) Severability If any term, provision, covenant or condition
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of this Agreement, or the application thereof to any person, place or
circumstance, shall be held to be invalid, unenforceable or void, the remainder
of this Agreement and such term, provision, covenant or condition as applied to
other persons, places and circumstances shall remain in full force and effect.
(f) Construction The headings and captions of this Agreement are
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provided for convenience only and are intended to have no effect in construing
or interpreting this Agreement. The language in all parts of this Agreement
shall be in all cases construed according to its fair meaning and not strictly
for or against the Company or Executive.
(g) Rights Cumulative The rights and remedies provided by this
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Agreement are cumulative, and the exercise of any right or remedy by either
party hereto (or by its successor), whether pursuant to this Agreement, to any
other agreement, or to law, shall not preclude or waive its right to exercise
any or all other rights and remedies.
(h) Nonwaiver No failure or neglect of either party hereto in
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any instance to exercise any right, power or privilege hereunder or under law
shall constitute a waiver of any other right, power or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of the Company, by an officer of the Company (other
than Executive) or other person duly authorized by the Company.
(i) Remedy for Breach; Attorneys' Fees The parties hereto agree
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that, in the event of breach or threatened breach of any covenants of Executive,
the damage or imminent damage to the value and the goodwill of the Company's
business shall be inestimable, and that therefore any remedy at law or in
damages shall be inadequate. Accordingly, the parties hereto agree that the
Company shall be entitled to injunctive relief against Executive in the event of
any breach or threatened breach of any of such provisions by Executive, in
addition to any other relief (including damages) available to the Company under
this Agreement or under law. The prevailing party in any action instituted
pursuant to this Agreement shall be entitled to recover from the other party its
reasonable attorneys' fees and other expenses incurred in such action.
(j) Notices Any notice, request, consent or approval required or
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permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and if and when sent by certified or registered mail,
with postage prepaid, to Executive's residence (as noted in the Company's
records), or to the Company's principal office, as the case may be.
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(k) Assistance in Litigation Executive shall, during and after
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termination of employment, upon reasonable notice, furnish such information and
proper assistance to the Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become a party; provided, however, that such assistance
following termination shall be furnished at mutually agreeable times and for
mutually agreeable compensation.
(l) Disputes The parties agree that they will use their best
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efforts to amicably resolve any dispute arising out of or relating to this
Agreement. Any controversy, claim or dispute that cannot be so resolved shall be
settled by final binding arbitration in accordance with the rules of the
American Arbitration Association and judgment upon the award rendered by the
arbitrator or arbitrators may be entered in any court having jurisdiction
thereof. Any such arbitration shall be conducted in New Jersey, or such other
place as may be mutually agreed upon by the parties. Within fifteen (15) days
after the commencement of the arbitration, each party shall select one person to
act arbitrator, and the two arbitrators so selected shall select a third
arbitrator within ten (10) days of their appointment. Each party shall bear its
own costs and expenses and an equal share of the arbitrator's expenses and
administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth below.
AUTOEXOTICA INTERNATIONAL, LTD. EXECUTIVE:
By:/s/ Xxxxxx Xxxxx /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Executive Vice President
Date: April 30, 2002
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