EMPLOYMENT AGREEMENT
Exhibit
10.1
Employment
Agreement, between Internal Hydro International, Inc. (the "Company" or
“Corporation”), and Xxxxx X. Xxxxxxx (by name or “Officer”).
1.
For
good consideration for his selfless service with the Company and all he has
done
to secure the technology, and advance the technology through the business plan
and his efforts, the Company employs the Xxxxx X. Xxxxxxx as Chief Executive
Officer and President on the following terms and conditions.
2.
Term
of Employment: Shall be 2 years from December 1, 2004.
3.
Salary: The Company shall pay Xxxxx X. Xxxxxxx a base salary commensurate
with his position of $96,000 per year, with enumerated other
incentives, for his services, payable at regular payroll periods at his
discretion. This base salary is subject to a ten percent (10%) incremental
increase annually.
4.
Benefits: The Company shall pay for related health insurance for
him and
his family and life insurance in the amount of $2,000,000.00
payable to a beneficiary of his designation. Such benefits shall be declared
upon his discretion, when financial conditions support benefits for other
employees as well. The Company shall put into place an appropriate stock
benefit
plan for the Officer commensurate with his past and future performance
in an
amount equal or greater to his salary in value on a yearly basis. The Company,
with the belief that his role and professional status as an attorney is
beneficial to the Company, hereby agrees to pay all professional dues,
any
professional course related fees and expenses, and fees related to his
role and
profession as an attorney. This will include reasonable attorneys fees
for his
professional status and any attorneys’ fees related to his employment with the
Corporation. As well the Company agrees to provide director and officers
insurance, at the same time as made available to the Board. Until such
time, the
Company indemnifies the Officer for all actions related to his employment.
The
Company shall or reimburse all other expenses as reasonably related to
his
employment.
5.
Duties
and Position: The Company hires Xxxxx X. Xxxxxxx in the capacity of Chief
Executive
Officer and President. His duties, position, and powers flow from the Board
and
encompass all powers not regulated to the Board. The duties of Chief Executive
Officer and President shall include the employment and terms of employment
for
all personnel. He shall be responsible for all corporate direction on the
development, management, and marketing of the company. Responsibility for
financial reporting, all administrative support, production, engineering, due
diligence of potential mergers and acquisitions, and all other related corporate
activities of all manner. He shall have the ability to delegate all
responsibilities to appropriate parties, and employ those necessary to carry
out
his duties.
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6. Status
of
Profession: The Employee will devote such time as possible to the Corporation
during
the run up of finances for the Corporation, and shall be able to practice
law
until such time as the Corporation shall have the financial resources to
employ
him with guaranteed funds, sufficient for one year of pay. At such time,
which shall be at his determination, such funds shall be secured, with a
one
time transition payment of $10,000.00 for the closing of his law practice
and
related expenses. At such time he shall devote as close to full time to the
corporation, with the allowance that he shall be allowed to practice law
on a
limited basis. In regard to employment by other entities that he shall be
allowed to participate on a reasonable basis with other corporations, boards
and
entities so long as it is reasonable and would benefit the
Corportation.
7. Confidentiality
of Proprietary Information: Xxxxx X. Xxxxxxx agrees, during or after the
term
of
this employment, not to reveal confidential information, or trade secrets to
any
person, firm, corporation, or entity. Should he reveal or threaten to reveal
this information, the Company shall be entitled to an injunction restraining
him
from disclosing same, or from rendering any services to any entity to whom
said
information has been or is threatened to be disclosed.
8.
Reimbursement of Expenses: The Employee may incur reasonable expenses for
furthering the Company's business, including expenses for entertainment, travel,
and similar items. The Company shall reimburse Employee for all business
expenses after the Employee presents an itemized account of expenditures,
pursuant to Company policy.
9. Vacation:
The Employee shall be entitled to yearly vacation and personal time periods
at full
pay
at his discretion of the chief executive officer/President.
10. Military
Leave and Activation: The Corporation recognizes that Xxxxx X. Xxxxxxx has
been
and
will continue to be an Officer in the United States Army Reserve. The
Corporation recognizes the value of this commitment to both the Country and
the
benefit to the Corporation due to his training, education, and experience,
as
well as the public relations and stock-holder benefits of such a position.
In
that regard, the Corporation agrees to the following:
A.
Military Leave: Xxxxx X. Xxxxxxx shall be allowed normal reserve
duty military leave with full pay, so long as not activated
for more than thirty days in a row or called to active duty as provided
under
Federal Law.
B.
Activation: Should Xxxxx X. Xxxxxxx be given orders for active duty,
the Corporation recognizes that such event may occur given the
current status of the Country and the Armed Forces.
If such
occurs, the Corporation shall pay him one half pay or the difference between
his
active duty base pay and his full time pay with the Corporation. The Company
shall pay for cellular and other communications devices so that he may
remain in
contact with the Company during such activation. He shall do his duties
to the
best of his abilities at such time. The Board at his suggestion, or with
unanimous vote may appoint an interim acting President to act in his stead
of
activation poses a detriment to the Corporation.
11.
Death
Benefit: Should he die during the term of employment, the Company shall pay
to
his estate any compensation due through the contract, or within one year of
the
end of the contract period for one year.
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12.
Restriction on Post Employment Competition: For a period of three (3) years
after the end of employment, he shall not control, consult to or be employed
by
any business similar to that conducted by the Company, either by soliciting
any
of its accounts or by operating within Corporation’s general trading
area.
13.
Effect of Prior Agreements: This agreement supersedes any prior agreement
between the Company or any predecessor of the Company and Xxxxx X. Xxxxxxx,
except that this agreement shall not affect or operate to reduce any benefit
or
compensation inuring to his of a kind elsewhere provided and not expressly
provided in this agreement.
14.
Severability: If, for any reason, any provision of this agreement is held
invalid, all other provisions of this agreement shall remain in effect. If
this
agreement is held invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the parties (or any predecessor
thereof) shall be deemed reinstated as if this agreement had not been
executed.
15.
Assumption of Agreement by Company's Successors and Assignees: The Company's
rights
and obligations under this agreement will inure to the benefit of Xxxxx X.
Xxxxxxx and be binding upon the Company's successors and assignees.
16.
Oral
Modifications Not Binding: This instrument is the entire agreement of the
Company
and the Officer. Oral changes shall have no effect. It may be altered only
by a
written agreement signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought.
17.
Termination: This agreement shall be non-terminable by the Corporation except
for good cause, after determination by the full board. Upon resignation or
termination of Xxxxx X. Xxxxxxx, he shall be due and payable one years salary
and benefits including all stock benefits then in place.
18.
Venue: Any dispute of this contract shall be interpreted under Florida law.
The
parties agree
to
binding arbitration to be held in Tampa, Hillsborough County, Florida on any
dispute of this contract.
Signed
this _______________ day of November, 2004.
|
Xxxxx X. Xxxxxxx
CEO and President
|
Xxxx Xxxx
Chairman of Board of
Directors
|
