EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into as of February 19, 2019, by and between Xxxxxxx
Xxxxxxxx (the "Executive") and Greenfield Xxxxxx Inc., a Nevada corporation (the "Company").
WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth
herein; and
NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth
herein, the parties agree as follows:
1. Term. Subject to Section 4 of this
Agreement, the Executive's initial term of employment hereunder shall be from the period beginning on February 19, 2019 (the "Effective Date") through January 31, 2022 (the "Initial Term"). Thereafter, the Agreement shall be deemed to be
automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 60 days prior to the end of the Initial Term or one-year
extension thereof. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the "Employment Term."
2. Position and Duties.
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3.2
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Annual Bonus.
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(b)
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(c)
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3.4
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Fringe Benefits and Perquisites.
During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with those provided to similarly situated executives of the Company.
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3.8
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4. Termination of Employment. The Employment Term and the Executive's employment hereunder may be terminated by either the Company or the Executive at any time and for any reason or for no particular reason.
Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation or any other benefits from
the Company or any of its affiliates.
(a)
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The Executive's employment hereunder may be terminated upon either party's failure to renew the
Agreement in accordance with Section 1, by the Company for Cause, or by the Executive without Good Reason and the Executive shall be entitled to receive:
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(i)
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(ii)
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(i)
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(iii)
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(iv)
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(v)
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(vi)
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(vii)
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Except for a failure, breach, or refusal which, by
its nature, cannot reasonably be expected to be cured, the Executive shall have 10 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause.
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(c)
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(i)
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To terminate her employment for Good Reason, the
Executive must provide written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 30 days of the initial existence of such grounds and the Company must have at least 30 days from the
date on which such notice is provided to cure such circumstances. If the Executive does not terminate her employment for Good Reason within 60 days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived
her right to terminate for Good Reason with respect to such grounds.
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(c)
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(a)
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(b)
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5. Confidential Information and Restrictive Covenants. As a condition of the Executive's employment with the Company, the Executive shall enter into and abide by the Company's Employee Non-Compete
Agreement/Employee Confidentiality and Proprietary Rights Agreement.
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6. Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive's employment by the Company,
or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy,
shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by JAMS and shall be conducted in Orange County, California consistent with the rules of JAMS in effect at the time
the arbitration is commenced and applying California law, except as modified by this Agreement. The Parties can obtain a copy of the JAMS Rules (i) on the JAMS’ website (xxxxx://xxx.xxxxxxx.xxx/xxxxx-xxxxxxxxxx); (ii) by calling JAMS directly at (000) 000-0000; or (iii) from the Company’s Human Resources Department. The JAMS Rules are incorporated herein by reference. The arbitrator shall
administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and the arbitrator shall apply substantive and procedural California law to any Claim, without references to
conflict-of-law provisions of any jurisdiction. To the extent that the JAMS Rules are in irreconcilable conflict with California law, California law shall take precedence over the JAMS Rules. In the event of the requirement to arbitrate
hereunder, the Parties shall mutually agree on single arbitrator, and in the event that they cannot agree then each of them shall agree on an arbitrator and those two arbitrators shall appoint a third. Except for Excluded Claims (as defined
below in Section 6.1), the Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each
other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the Parties. With
respect to costs associated with the arbitration under this Section 6, Executive shall only pay the JAMS filing or administrative fee up to the equivalent amount of the initial filing Executive would have paid to commence an action in the
California Superior Court, county of Orange. The Company will pay any other JAMS administrative fees, arbitrator’s fees, and any additional fees unique to arbitration.
6.1
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Excluded Claims.
Excluded claims are causes of action or claims: (i) under Section 7 of the National Labor Relations Act, (ii) for representative actions under the California’s Private Attorneys’ General Act (“PAGA”), (ii) under the California Workers’
Compensation Act, (iv) for unemployment compensation benefits; (v) for benefits under a plan that is governed by the Employee Retirement Income Security Act of 1974, and (vii) expressly prohibited from mandatory arbitration under
applicable law. To the extent permitted by law, individual Claims under PAGA or claims under California Labor Code section 558(a) are not Excluded Claims, and thereby are subject to arbitration pursuant to this Agreement.
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7. Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Any action or proceeding
by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, county of Orange. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive
the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
8. Entire Agreement. Unless specifically provided herein, this Agreement, together with the Employee Non-Compete Agreement/Employee Confidentiality and Proprietary Rights Agreement and Indemnification
Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to such subject matter.
9. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and an executive officer of the
Company who is also a member of the Board. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar
or dissimilar provision or condition at the same or any prior or subsequent time.
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10. Severability. Should any provisions of this
Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this
Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.
11. Captions. Captions and headings of the sections and paragraphs of this
Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
12. Counterparts. This Agreement may be executed in
separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
13.3
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(a)
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(b)
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(c)
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14. Successors and Assigns. This Agreement is
personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or
assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and
assigns.
15. Notice. Notices and all other communications
provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):
Greenfield Xxxxxx Inc.
0000 Xxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Attention: Secretary
0000 Xxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Attention: Secretary
Xxxxxxx Xxxxxxxx
6 Ferrand
Xxxxxxx Xxxxx, XX 00000
16. Representations of the Executive. The Executive represents and
warrants to the Company that:
The Executive's acceptance of employment with the Company and the performance of her duties
hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which she is a party or is otherwise bound.
The Executive's acceptance of employment with the Company and the performance of her duties
hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.
17. Withholding. The Company shall have the right to withhold from any
amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
18. Survival. Upon the expiration or other
termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.
19. Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND
AGREES THAT SHE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HER CHOICE BEFORE SIGNING THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
COMPANY:
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GREENFIELD XXXXXX INC.
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By:
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/s/Xxxxxxx Xxxxxxxx |
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Name:
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Xxxxxxx Xxxxxxxx
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Title:
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President
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Address:
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0000 Xxx Xxxxxx Xx., Xxx. 0000
Xxxxxxx Xxxxx, XX 00000
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EXECUTIVE:
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By:
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/s/Xxxxxxx Xxxxxxxx |
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Name:
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Xxxxxxx Xxxxxxxx
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Address:
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6 Ferrand
Xxxxxxx Xxxxx, XX 00000
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