Exhibit 10.54 -- OFFICER AND DIRECTOR AGREEMENT
This Agreement (this "Agreement") is entered into by and between Trezac
Holdings Corporation, a Texas corporation (the "Company") Xxxx X. Xxxxxx
("Chairman and Chief Executive Officer") as of this day of Wednesday,
February 12, 2003 replaces and supercedes the previous agreement that
Xxxx X Xxxxxx has with the Company
The Company and Xxxx Xxxxxx are sometimes referred to herein individually
as a "Party" and together as the "Parties."
WHEREAS, the Board of Directors desires to hire Xxxx Xxxxxx to serve as the
Executive Chairman of the Board and CEO for the Company and its subsidiaries
under the terms and conditions set forth herein; and
WHEREAS, Xxxx Xxxxxx desires to be engaged as Executive Chairman and CEO
for the Company under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1) TERM. The Company hereby engages Xxxx Xxxxxx as CEO and Executive Chairman
to the Company and each of its subsidiaries and Xxxx Xxxxxx accepts such
engagement commencing on January 9, 2003 and continuing for a term of three (3)
years thereafter (the "Term").
The Term may be extended by agreement of the Parties on mutually acceptable
terms and conditions.
o Duties as Executive Chairman. During the Term, Xxxx Xxxxxx
shall oversee and direct all activities related to the publicly-
held status of the Company to include among other duties typical
to such office:
Capital Markets Development ;
a. Sourcing and Funding both Debt and Equity
b. Institutional Investor Development
c. Investor Relations/Public Relations and Spokesperson to
Broker and Institutional Meetings and Seminars;
d. Analyst Coverage Development; and
e. Formation of the Companies Board and all functions of the
Board
f. Counsel to Acquisition Program
g. Leading role in Acquisition Team
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2) SALARY /COMPENSATION /BONUS
o The base salary of $150,000 per year by payment of $150,000 of
compensation in cash payable in installments according to the Company's
regular payroll schedule.
x Xxxxxx shall have irrevocable eligibility for annual increases of the
base salary to a maximum of 5% per year, but not decreases, at the
discretion of the Board.
x Xxxxxx'x annual bonus is equal to maximum of 500% of the Chairman's
annual salary at the discretion of the Board.
o The Company agrees to pay to Xxxxxx 2,108,781 common shares restricted
under rule 144 upon the completed acquisition of Millagro SRL.
o The Company agrees to compensate Xxxxxx with common stock upon any
subsequent acquisitions to a maximum of 10% of each acquisition price when
paid in stock, or stock to the value of a maximum of 10% in each occurrence
if acquisition is paid for in cash.
3) BENEFITS
o Holidays. Xxxxxx will be entitled to at least fourteen (14) paid
holiday days and (15) personal days each calendar year.
o Company will notify Xxxxxx on or about the beginning of each calendar
year with respect to the holiday schedule for the coming year.
o Personal holidays, if any, will be scheduled in advance subject to
requirements of the Company. Such holidays must be taken during the
calendar year and cannot be carried forward into the nets year.
o Sick Leave. Xxxxxx shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of the Company.
Additional sick leave or emergency leave over and above paid leave provided
by the Company, if any, shall be unpaid and shall be granted at the
discretion of the Board of Directors of the Company.
o Medical and Group Life Insurance. The Company agrees to include
Xxxxxx, Spouse, present and future children in the group medical and
hospital plan of the Company and provide group life insurance for Xxxxxx at
no charge to Xxxxxx in the amount of ten times the annual salaried income
during this Agreement. Xxxxxx shall be responsible for payment of any
federal or state income tax imposed upon these benefits.
o D&O Insurance. The Company will provide D&O insurance commensurate with
$10,000,000 of risk.
o Pension and Profit Sharing Plans. Xxxxxx shall be entitled to
participate in any pension or profit sharing plan or other type of plan
adopted by the Company for the benefit of its officers and/or regular
employees.
o Expense Reimbursement. Xxxxxx shall be entitled to reimbursement for
all reasonable expenses, including travel and entertainment, incurred by
Xxxxxx in the performance of duties. Xxxxxx will maintain records and
written receipts as required by the Company's policy and reasonably
requested by the Board of Directors to substantiate such expenses.
4) TERMINATION.
a. Notwithstanding anything to the contrary herein, in the event Xxxxxx
intentionally breaches a material provision of this Agreement (for
purposes hereof, the covenants in Sections 6, 7 and 8 shall be deemed to
be material provisions), the Company shall have the right to terminate
this Agreement by giving Xxxxxx written notice thereof (and such
termination shall be effective upon the date of such notice).
b. On or after Term of contract, either Party may terminate this Agreement
at any time by giving written notice to the other (and such termination
shall be effective ten (10) business days after the date of such notice,
unless otherwise agreed to by the Parties).
c. The Company's right of termination shall be in addition to and shall not
affect its rights and remedies under Sections 6, 7, 8 and 9 hereof, and
such rights and remedies under such Sections shall survive termination
of this Agreement.
d. In the event of termination of this Agreement pursuant to the terms
hereof, Xxxxxx shall have the right to receive all compensation for any
period subsequent to the date of such termination, except for any pro
rated amounts earned prior to such termination, and all rights of Xxxxxx
to receive compensation for any period subsequent to the date of such
termination shall be effective in their entirety.
e. In the event of termination for cause or not for cause, all stock held
by Xxxxxx will be deemed fully vested under rule 144 and the Company
will provide a legal opinion at the Company's expense stating such 144
stock held by Xxxxxx is fully vested, and remove legend accordingly.
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5) NON-COMPETITION AGREEMENTS.
Without the prior consent of the Company, Xxxxxx shall not, for a
period extending from the date hereof and continuing for so long as
Xxxxxx is receiving payments from the Company for services provided
hereunder, directly or indirectly, be employed in any capacity by,
serve as an employee, agent, officer or director of, serve as
advisor to, or otherwise participate in the management or operation
of, any person, firm, corporation or other entity of any kind
(collectively, a "Person") which engages in any facet of the
business of Moldovan industry.
6) CONFIDENTIALITY. Xxxxxx shall not, at any time, divulge to any
Person (as defined in Section 6 above), other than to employees of
the Company and its affiliates who have a need to know such
information in connection with the performance of their duties on
behalf of the Company and except as required by law, any
confidential, proprietary or privileged information to which Xxxxxx
becomes privy during the Term, including, without limitation,
information relating to the financial condition, business,
operations, or method of business of the Company or its affiliates,
customer and supplier information, independent contractor
information, know-how, trade-secrets, procedures, litigation or
other confidential information regarding the affairs of the
Company, or any of its officers, directors, stockholders,
subsidiaries, affiliates, customers or suppliers ("Confidential
Information").
Confidential Information does not include any information that (i)
is or becomes generally available to the public other than as a
result of a disclosure by Xxxxxx or anyone to whom Xxxxxx transmits
the Confidential Information in accordance with this Agreement, or
(ii) becomes available to Xxxxxx on a non-confidential basis from a
source other than the Company or its affiliates.
7) NONSOLICITATION OF EMPLOYEES. Xxxxxx shall not, for a period
extending from the date hereof and continuing for so long as Xxxxxx
is receiving payments from the Company for services provided
hereunder, directly or indirectly, solicit, interfere with, employ
or retain in any other capacity any employee of the Company or any
of its affiliates, nor permit, encourage or allow any entity in
which the Xxxxxx owns, directly or indirectly, more than a 5%
equity or proprietary interest or the right or option, legally or
beneficially, directly or indirectly, to acquire or own any stock
or other proprietary or equity interest, to solicit, interfere
with, employ or retain in any other capacity any employee of the
Company or any of its affiliates.
8) REMEDIES. Xxxxxx acknowledges and agrees that (a) the covenants contained
in Sections 6, 7 and 8 hereof are reasonable in content and scope, are entered
into by Xxxxxx in partial consideration for the compensation to be paid to
Xxxxxx hereunder and are a necessary and material inducement to the Company to
go forward with the engagement contemplated by this Agreement, and (b) the
services and agreements to be performed hereunder by Xxxxxx are of a unique,
special and extraordinary character, and that a breach by Xxxxxx of any
covenants contained in Sections 6, 7 and 8 above would result in irreparable
damage to the Company and its affiliates which may be unascertainable.
Accordingly, Xxxxxx agrees that, in the event of any breach or threatened
breach of any of the covenants contained in Sections 6, 7 and 8, the Company
and its affiliates shall be entitled, in addition to money damages and
reasonable attorneys' fees and the right, in the Company's sole and absolute
discretion, to terminate this Agreement, to seek an injunction or other
appropriate equitable relief to prevent such breach or any continuation thereof
in any court of competent jurisdiction.
9) INDEMNIFICATION. The Company shall indemnify and hold harmless Xxxxxx from
and against any claims, judgments, liabilities, obligations, expenses
(including reasonable attorneys' fees) and costs incurred by Xxxx Xxxxxx that
arise from the performance by Xxxxxx of services for the Company in accordance
with the terms hereof, to the extent that (i) Xxxxxx acted in good faith and
in a manner which Xxxxxx reasonably believed to be in, or not opposed to, the
best interests of the Company, and (ii) with respect to any criminal proceeding,
Xxxxxx had no reasonable cause to believe the conduct was unlawful.
10) NOTICES. All notices or other communications in connection with this
Agreement shall be in writing and may be given by personal delivery or mailed,
certified mail, return receipt requested, postage prepaid or by a nationally
recognized overnight courier to the Parties at the addresses set forth below
(or at such other address as one Party may specify in a notice to the other
Party):
Xxxx Xxxxxx
00000 Xxxxxxx Xxxxxx
Xxxx Xxxxx Xx 00000
11) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
12) ATTORNEYS' FEES. The Parties agree that, if any action is instituted to
enforce this Agreement, the Party not prevailing shall pay to the prevailing
Party all costs and expenses, including reasonable attorneys' fees, incurred
by such prevailing party in connection with such action. If both Parties
prevail in part in such action, the court or arbitrator(s) shall allocate
the financial responsibility for such costs and expenses.
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13) ENTIRE AGREEMENT; AMENDMENTS. This Agreement represents the entire
agreement between the Parties with respect to the matters addressed herein and
supersedes all prior negotiations, representations or agreements between the
Parties, either written or oral, on the subject matter hereof. This Agreement
may not be amended, modified, altered or rescinded except upon a written
instrument designated as an amendment to this Agreement and executed by both
Parties hereto.
14) SEVERABILITY. If any provision of this Agreement, or part thereof, is
held invalid, void or voidable as against public policy or otherwise, the
invalidity shall not affect other provisions, or parts thereof, which may be
given effect without the invalid provision or part. If any provisions of this
Agreement shall be held to be excessively broad as to duration, geographical
scope, activity or subject, such provisions shall be construed by limiting or
reducing the same so as to render such provision enforceable to the extent
compatible with applicable law.
15) WAIVER. Failure on the part of the Company to exercise any right or option
arising out of a breach of this Agreement shall not be deemed a waiver of any
right or option with respect to subsequent or different breach, or the
continuation of any existing breach.
16) COUNTERPARTS; TELECOPIED SIGNATURES. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which when taken together shall constitute one and the same agreement.
Signatures may be exchanged by telecopy and the originals shall be exchanged
by overnight mail. Each of the Parties agrees that it will be bound by it
telecopied signature and that it accepts the telecopied signature of the other
Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
date first above written.
By /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Wednesday, February 12, 2003
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