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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of the ______ day of
February, 2000, is entered into by and between All-Star Car Wash, Inc., a Nevada
corporation ("Employer"), and Xx. Xxxxxxx Leader, residing at 00 Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000 ("Employee").
WITNESSETH:
WHEREAS, Employer desires to obtain the services of Employee; and
WHEREAS, Employee desires to enter into this Agreement and become
employed by Employer upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
Employment. For the term provided in Section 2, Employer hereby employs Employee
as its Vice President for Operations, and Employee hereby accepts that
employment, upon the terms and conditions hereinafter set forth.
Term of Employment. Employee's term of employment under this Agreement shall
commence as of February ___, 2000 and shall continue in effect through the third
anniversary of the date of the closing of the acquisition by Employer or any of
its subsidiary corporations of its first car wash (the "Original Term")
estimated to be on or before _________________ unless extended as provided in
the next sentence or unless terminated sooner as provided elsewhere in this
Agreement. Notwithstanding the foregoing, on the last day of the Original Term
(the "First Extension Date") and again on the one year anniversary of the First
Extension Date if the Original Term is extended as provided below (the "Second
Extension Date"), the term of this Agreement shall automatically be extended for
one additional year unless, not later than 90 days prior to the First Extension
Date or the Second Extension Date, as the case may be, Employer shall have given
written notice to Employee that this Agreement will not be extended.
Duties of Employee.
(a) Employee agrees, during the term of Employee's employment
hereunder, to devote his full professional and business time,
skills and best efforts, in accordance with Employer's policies
and procedures, to the supervision of all aspects of the daily
operation of the car wash businesses operated by the Company and
its subsidiaries, subject to such directions with respect
thereto as shall be given the Employee by the Board of Directors
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of the Employer or the Board of Directors of E-Star Holding
Corp., of which corporation the Employer is a wholly owned
subsidiary, or by the presidents of either the Employer or of
E-Star Holding Corp. The Employee shall also perform such duties
not inconsistent with his position as an executive officer of
the Employer as shall be assigned to him by the president or the
Board of Directors of either the Employer or of E-Star Holding
Corp. Unless otherwise agreed to in advance by Employer,
Employee shall not accept any employment with any other person
or entity, become self-employed in any capacity, or engage in
any activities which are considered by Employer to be
detrimental to the business of Employer. Employee shall perform
his duties hereunder in such locations as Employer is conducting
business from time to time, it being acknowledged that Employer
intends to conduct its business throughout the United States,
and Employee shall undertake reasonable business travel as may
be necessary to perform his duties hereunder. Employee shall
have an office located within New York, New Jersey or
Connecticut (the "Tri-State Area"); provided that without
Employee's consent, Employee's office shall not be located
outside the Tri-State Area.
(b) Employee (i) represents that all activities performed on behalf
of Employer prior to the date hereof have been performed in
accordance with all applicable legal requirements and (ii)
covenants that all services to be performed by Employee pursuant
to his employment hereunder shall be performed in accordance
with all applicable legal requirements. Employee will also be
responsible for establishing and maintaining all appropriate
internal accounting controls in accordance with generally
accepted accounting principles for (i) Employer, (ii) Radence
Generation II, Ltd., a subsidiary of Employer, and (iii) each
car wash owned, directly or indirectly, by Employer or
subsidiary of Employer.
(c) The making of passive and personal investments by Employee shall
not be prohibited hereunder, provided such activities do not
interfere with the duties and services required to be rendered
by Employee for Employer hereunder, and are not competitive with
or detrimental to Employer's business.
Termination of Agreement. During the term of Employee's employment hereunder,
Employee's employment with Employer may not be terminated by Employer or
Employee for any reason or under any circumstances, except that Employer may
terminate this Agreement as follows:
1. Upon the death of Employee; provided, that Employer shall pay to
the estate of Employee the compensation which would otherwise be payable to
Employee for one hundred eighty (180) days after the date of death; including
without limitation additional compensation under Section 5 (b), and any bonus
amount under Section 5 (c), if applicable;
2. For "Cause", which for purposes of this Agreement shall mean
that:
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(i) Employee shall have (A) committed fraud or embezzlement,
(B) materially breached any of the provisions of
Sections 9, 10, 11, 12 or 13 of this Agreement, or (C)
materially breached, or failed to perform and discharge,
his duties hereunder.
(ii) Employee shall have (A) been convicted of any felony,
(B) committed an act of moral turpitude, or (C) engaged
in conduct intended to result in substantial personal
enrichment of Employee at the expense or otherwise to
the detriment of Employer, its parent or any of its
affiliates or subsidiaries;
(iii) Employee shall have failed to comply on a timely basis
with a reasonable directive of the Board of Directors of
Employer or E-Star Holding Corp. not inconsistent with
the terms of this Agreement or the Employee's position
as an executive officer of Employer; or
(iv) Employee shall have engaged in misconduct which
materially injures the reputation, business, business
relationships of Employer, its parent, or any of its
affiliates, monetarily or otherwise.
Termination for Cause pursuant to Section 4(b)(i)(C) or 4(b)(ii)
shall be effective only if Employee's material breach or failure
to perform remains unremedied for thirty days after delivery by
the Board of Directors of Employer to Employee of a written
notice specifying the conduct for which this Agreement will be
terminated for Cause.
If Employee's employment is terminated upon the occurrence of
one or more of the events specified in this Section 4(b), then
Employee shall only be entitled to receive Employee's then
unpaid (i) Base Salary (as defined in Section 5(a) plus (ii) the
cost of living adjustment (as provided in Section 5(b), both
prorated to the effective date of termination, and shall not be
entitled to any other compensation or employment benefits for
any period after the effective date of termination, including
without limitation, any Additional Compensation pursuant to
Section 5(c).
3. Upon Employee's "disability", provided that Employer shall pay
to Employee the compensation which would otherwise be payable to Employee for
sixty (60) days from the effective date of termination of Employee's employment
hereunder due to his disability. For purposes of this Agreement, "disability"
means Employee's incapacity due to physical or mental illness, which renders
Employee unable to perform Employee's duties hereunder on a full time basis for
ninety (90) consecutive days, and, within ten (10) days after Employer notifies
Employee in writing that Employer intends to terminate Employee's employment in
accordance with this Section 4(c), Employee shall not have returned to the
performance of Employee's duties hereunder on a full-time basis for a period of
at least thirty (30) consecutive days.
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4. Without cause by Employer by written notice specifying the
termination date, but subject to making the payment as required by Section 8.
5. In the event that on or prior to 60 days from the date hereof
Employer or a subsidiary of the Employer has not consummated the First
Acquisition (as that term is defined below) of a car wash.
Compensation.
1. Employer agrees to pay Employee, for all services rendered under
this Agreement, as base compensation, such annual salary as shall be determined
by the Board of Directors of Employer, from time to time, but in no event shall
compensation during the term of employment, for services rendered to Employer by
Employee and in consideration of Employee's covenants and agreements as set
forth herein, be less than a base salary ("Base Salary") of Eighty Five Thousand
Dollars ($85,000) per annum, less applicable withholding and other taxes;
provided, however that Employee's Base Salary shall be increased to (i) $95,000
upon Employer or its subsidiaries having closed the acquisition of eight car
washes, (ii) $105,000 upon Employer or its subsidiaries having closed the
acquisition of twelve car washes, (iii) $150,000 upon the Employer or its
subsidiaries having closed the acquisition of eighteen (18) car washes and (iv)
$175,000 upon Employer or its subsidiaries closing the acquisition of 29 car
washes. Such base compensation of $85,000 per annum shall commence on the date
of the closing of the acquisition by Employer or its subsidiary of its first car
wash (the "First Acquisition"). Such compensation will be paid to Employee at
such times as are consistent with Employer's general payroll practices.
2. Each of the amounts set forth in Section 5(a) above, shall be
increased on each January 1 commencing January 1, 2001 to an amount which shall
equal the Base Amount plus an amount equal to such Base Amount multiplied by the
percentage increase in the consumer price index from March 1, 2000 until such
January 1, as reported by the Bureau of Labor Statistics of the United States
Department of Labor for all urban consumers for the New York Northern New Jersey
- Long Island, NY-NJ-LI-PA.
3. Employee's Base Salary during the term of Employee's employment
hereunder shall be supplemented by the Additional Compensation (defined below)
determined and payable in the manner set forth in this Section 5(c). No later
than March 31 of the first complete calendar year after the year in which the
First Acquisition occurs, and no later than March 31 of each succeeding calendar
year, including the calendar year immediately following the year in which this
Agreement expires or is terminated (other than any termination for cause),
E-Star Holding Corp.'s independent auditors (the "Auditor) shall calculate the
earnings per share of E-Star Holding Corp.'s common stock for the prior calendar
year (the "EPS"). Such calculation shall be made in accordance with generally
accepted accounting principles for the calculation of earnings per share of
common stock of a corporation, consistently applied. The Auditor shall then
compare such EPS with the EPS for the preceding year (such preceding year's EPS,
the "Base EPS"), which Base EPS shall be zero for the year in which the First
Acquisition occurs. The amount by which any year's EPS exceeds the Base EPS
shall be referred to hereinafter as "Increased Profits Per Share." All
calculations by the Auditor shall be final and binding on the parties hereto and
not subject to any challenge, except for manifest error. For
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purposes of calculating the "Increased Profits Per Share", the Base EPS shall
never be deemed to be less than zero. Employee shall be entitled to such
additional compensation (the "Additional Compensation") as is equal to the
amount obtained by multiplying (i) the amount of Base Salary paid to Employee
for the calendar year preceding the year for which EPS was calculated by (ii)
the percentage from the table below that corresponds to Increased Profits Per
Share.
Increased Profits Per Share
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of Common Stock Percentage
--------------- ----------
$.01 - $.10 5%
$.11 - $.20 10%
$.21 - $.30 20%
$.31 - $.40 30%
$.41 - $.50 40%
$.51 - $.60 50%
$.61 - $.70 70%
$.71 - $.80 90%
$.81 - $.90 110%
$.91 - $1.00 130%
over $1.00 150%
The Additional Compensation shall be paid in equal installments
during the remaining portion of the calendar year in which the
calculation of such Additional Compensation was made, in
accordance with Employer's payroll practices and policies that
apply to the payment of Base Salary. In no event shall any
Additional Compensation that has not been paid to Employee on
the termination date be paid to Employee if his employment
hereunder is terminated for cause or if Employee terminates his
employment under this Agreement for any reason. In the event of
the death or disability of Employee, Employee (or his estate, as
the case may be) shall be entitled to receive Additional
Compensation under this Section 5(c) during the calendar year
immediately following the last full calendar year in which
Employee performed services to Employer pursuant to this
Agreement and shall be entitled to receive a portion of the
Additional Compensation for the year in which such death or
disability occurred calculated by multiplying (i) the amount of
Additional Compensation that Employee would otherwise have been
entitled to receive had he been employed for the full calendar
year by (ii) a fraction, the numerator of which shall be the
number of days in such calendar year prior to Employee's death
or disability and the denominator of which shall be 365.
Sale of Stock.
1. In consideration of Employee entering into this Agreement,
Employer shall cause E-Star Holding Corp. to sell to Employee an aggregate of
twenty thousand (20,000) shares of E-Star Holding Corp.'s common stock (the
"Initial Shares") as follows: seven thousand (7,000) shares immediately after
the First Acquisition; if Employee is then still employed by Employer
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an additional six thousand (6,000) shares one year after the First Acquisition;
and if Employee is then still employed by Employer, the remaining six thousand
(6,000) shares two years after the First Acquisition. Such shares shall be sold
for thirty one and one fourth cents ($0.3125) each and payment for such shares
shall be made by Employee to E-Star Holding Corp. upon delivery thereof. All
such shares hall be "restricted securities", as such term is defined in Rule
144(a) promulgated under the Securities Act of 1933, as amended, and the
certificates evidencing such shares shall have the following legend endorsed
thereon:
THE SHARES OF STOCK REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MUST BE HELD
INDEFINITELY UNLESS REGISTERED UNDER
SUCH ACT OR UNLESS AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.
2. Employee shall not be entitled to purchase any additional shares
because of any extension of this Employment Agreement.
Compensation-Fringe Benefits. Employee shall receive at least the following
additional benefits, which may be extended or increased, but not reduced, by
Employer in its discretion:
1. During the term of Employee's employment hereunder, Employee
shall be entitled to vacation with pay at such times and for such periods as are
consistent with policies of Employer.
2. During the term of Employee's employment hereunder, Employee
shall also be eligible to participate in any of Employer's medical, dental (if
any), life insurance, disability (if any) and any pension, profit sharing and
stock option plan, then in effect.
3. Employer shall reimburse Employee for business expenses
reasonably incurred in connection with his employment in accordance with
Employer's reimbursement practice upon presentation of adequate documentation.
4. Employer shall lease an automobile for the use of Employee (the
lease payments for such automobile will not exceed $500 per month) and, to the
extent paid by Employee, Employer shall reimburse Employee for gas, maintenance
and insurance with respect to the business use of such automobile, in accordance
with the policy for such payment, to be established by Employer.
Payment Upon termination. If Employer terminates Employee's employment hereunder
(other than pursuant to Section 4(a), (b), (c) or (e)), which termination shall
be by written notice specifying the date of termination, Employee shall be
entitled, as liquidated damages, to the following, in full payment for any
claims Employee may have for such termination,
(i) any accrued fringe benefits listed in Section 7, and
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(ii) Base Salary payable to the Employee calculated as of the date of
such termination, to be paid until the earlier to occur of (i)
the third anniversary of the First Acquisition or (ii) the
second anniversary of the effective date of such termination,
payable in the same periodic installments as the Employee
received Base Salary prior to such termination. After such
termination Employee will not be entitled to receive Additional
Compensation as provided in Section 5(c) except to the extent
payable to the Employee after the termination of his employment
for the period before such termination of his employment, as in
such Section 5(c) provided.
Noncompetition. Employee covenants and agrees that during the term of his
employment hereunder and for a period of up to three (3) years from the later of
the (a) termination of this Agreement or (b) the termination of the Employee's
employment with the Employer (regardless of the reason for such termination of
employment), Employee shall not, directly or indirectly (i) enter into the
employ of or render any services to (A) any person, or entity engaged in any
enterprise that owns or operates one or more car washes within three (3) miles
of any location where the Employer or any of its subsidiaries operate a car wash
(a "Competitive Business") or (B) any entity or enterprise involved in the
consolidation of individual or group of car washes (a "Competitive Consolidating
Company"), (ii) engage in any Competitive Business or any Competitive
Consolidating Company for his own account; (iii) become associated with or
interested in any Competitive Business or any Competitive Consolidating Company
as an individual, partner, equity owner, creditor, director, manager, officer,
principal, agent, employee, director, consultant, advisor or in any other
relationship or capacity, or (iv) call on, solicit, take away, accept as a
client, agent or customer or attempt to call on, solicit, take away or accept as
a client, agent or customer, any individual, agent or entity that (A) was a
client, agent or customer of Employer (for the purposes of this Section 9 and
Sections 10, 11, 12, 13, 14 and 15, the term "Employer" includes the Employer's
parent and the Employer's and such parent's subsidiaries and any successor to
any such entity) during the twenty four (24) month period immediately preceding
any such act or (B) that was a client, agent or customer of Employer at any time
and with which Employee had direct or indirect contact in the scope of
Employee's employment by Employer. However, nothing in this Agreement shall
preclude Employee from investing in the securities of any corporation or other
business entity which is engaged in a Competitive Business or a Competitive
Consolidating Company if such securities are traded on a regional or national
stock exchange or quoted through an inter-dealer quotation system and if such
investment does not result in the Employee beneficially owning, at any time,
more than 1% of the publicly-traded equity securities of such competitor. Prior
to accepting employment or a consulting arrangement with any business or entity
competing with Employer, Employee shall notify Employer in writing of the name
of the prospective employer, clearly describing each of such prospective
employer's businesses and describing in detail the services to be performed by
the Employee in the proposed employment. Employer shall promptly notify Employee
whether it believes that such new employment will violate the restrictions
imposed upon Employee pursuant to the provisions of this Section 9. Employer's
response shall be made within forty-eight (48) hours after receipt of such
written notification from Employee, but the Employer's response made later than
48 hours if the delay is for reasonable cause, shall also be deemed to have been
timely made.
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If Employer wishes to continue the restrictions of this Section 9 for a
further term, but not to exceed an additional two (2) years, Employer
shall pay to Employee compensation at the rate of the Base Salary and
the cost of living adjustments thereof, payable to Employee at the time
of the termination of Employee's employment pursuant to Sections 5(a)
and 5(b). In such event, the provisions of this Section 9 shall be
applicable for so long as such additional compensation payments
continue.
Confidential Data.
1. Employee further agrees that during the term of Employment
hereunder and at all times thereafter he will keep confidential and not,
directly or indirectly, divulge to anyone nor use or otherwise appropriate for
Employee's own benefit or the benefit of any third party, any material
information obtained or learned by him during the course of his employment with
Employer relating to the operational, financial, business, or other affairs of
the Employer, including but not limited to pricing, marketing, customer,
financial, mailing list, sales, technical, or other proprietary or non-public
information, as well as designs, procedures, plans, methods, strategies,
techniques of production or service, vendors, methods, confidential records,
formulas, computer software programs or any portions of logic comprising said
programs, clients, customers, financial planning and information, of Employer
("Confidential Data"). Employee hereby acknowledges and agrees that the
prohibitions against disclosure of the Confidential Data recited herein are in
addition to, and not in lieu of, any rights or remedies which Employer may have
available pursuant to the statutory laws and/or at common law to prevent the
disclosure of trade secrets or proprietary information, and the enforcement by
Employer of its rights and remedies pursuant to this Agreement shall not be
construed as a waiver of any other rights available or remedies which it may
possess in law or equity absent this Agreement.
2. This Agreement imposes no obligation upon Employee with respect
to Confidential Data which (i) at the time of disclosure or thereafter is
generally available to and known by the public (other than as a result of a
disclosure directly or indirectly by Employee or by any other person or entity
bound by a confidentiality agreement with Employer), (ii) was available to
Employee from a source other than Employer or its directors, officers,
employees, agents or advisors whom Employee reasonably believed was permitted to
divulge such information or (iii) subject to the next two sentences, is
disclosed in response to legal process. In the event Employee becomes legally
compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential Data,
Employee shall provide Employer with prompt written notice of such requirement
so that Employer may seek a protective order or other appropriate remedy. In the
event that such protective order or other remedy is not obtained, Employee
agrees to furnish only that portion of the Confidential Data which is
specifically required and (at Employer's expense) to exercise best efforts to
obtain reliable assurance that confidential treatment will be accorded such of
the disclosed information that Employer so designates.
Non-solicitation of Employees. Employee covenants that during the term
of his employment hereunder and for a two (2) year period following the
termination of Employee's employment for any reason whatsoever, Employee shall
neither, directly or indirectly, induce or attempt to induce any employee of
Employer to terminate his or her employment with
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Employer, and during said period Employee shall not directly or indirectly,
hire, employ or recruit or cause any other person or entity to hire, employ or
recruit any current or former officer, manager, supervisor or other significant
employee of Employer.
Property of Employer. Employee acknowledges that from time to time in
the course of providing services pursuant to this Agreement, Employee shall have
the opportunity to inspect and use Confidential Data and other property, both
tangible and intangible, of Employer, and Employee hereby agrees that the
Confidential Data and such other property and information shall remain the
exclusive property of Employer and Employee shall have no right or proprietary
interest in the Confidential Data or such property of Employer.
Developments and Discoveries of Employee. In consideration of employment of
Employee, any and all technical information, designs, procedures, plans,
methods, technique of production, services or sales development, inventions,
improvements, discoveries, processes, programs or systems, in the broadest sense
whether or not patentable, trademarkable, or registerable, discovered by
Employee, either alone or with others, during Employee's employment with
Employer or within one hundred and eighty (180) days thereafter and that (i) are
based in whole or in part upon Confidential Data, or (ii) are useful in, or
related to the business, work or interests of Employer or (iii) result from any
work that may be done by Employee for or on behalf of Employer (the
"Developments"), shall be fully disclosed by Employee to the President of
Employer promptly and in writing following their invention, development or
discovery. The Developments shall be the sole and exclusive property of Employer
as work for hire, and Employee hereby assigns and agrees to assign to Employer
his entire right, title and interest in and to each Development. Upon the
request of Employer, both during and after Employee's employment with Employer,
Employee shall cooperate with Employer and its designee(s) in the procurement
and maintenance, at Employer's expense and its discretion, of the patents,
trademarks, service marks, copyrights or other protections of assignments,
certificates or other Employer's rights in such Developments and shall execute,
acknowledge and deliver such assignments, certificates and other documents as
Employer may consider necessary or appropriate to vest properly all rights,
titles and interest therein in Employer. If a patent application, trademark, or
copyright registration is filed by Employee or on behalf of Employee within one
(1) year after termination or Employee's employment with Employer, and that
otherwise relates to a portion of Employer's business with which Employee was
involved during Employee's employment with Employer, it is to be conclusively
presumed that the Development was conceived by Employee during such period of
employment. Employee shall notify the President of Employer promptly and in
writing of any such application or registration and shall assign to Employer his
entire right, title and interest in and to such development and in and to such
application or registration.
Equitable relief. Employee acknowledges that any breach of Section 9,
Section 10, Section 11 and/or Section 13 hereof cannot reasonably or adequately
be compensated with monetary damages in an action at law and that a breach of
any of such provisions contained in this Agreement will cause Employer
irreparable injury and damage. By reason thereof, Employee expressly
acknowledges and agrees that Employer shall be entitled, in addition to any
other remedies it may have under this Agreement or otherwise, to temporary,
preliminary and permanent injunctive and other equitable relief, without the
necessity of Employer posting of a bond and without Employer having to prove
irreparable injury, likelihood of ultimately
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prevailing on the merits or a balancing of the equities in its favor, to prevent
or curtail any breach or threatened breach of any of such Sections of this
Agreement by Employee; provided, however, that no specification in this
Agreement of a specific legal or equitable remedy shall be construed as an
election of remedies or a waiver of any alternative remedies or a prohibition
against Employer pursuing other legal or equitable remedies in the event of a
breach of the terms hereof.
Blue Lining. In the event that any of the provisions Sections 9, 10, 11
and/or 13 are deemed unenforceable by a court of competent jurisdiction because
such unenforceable restriction is overly broad, then the Employer and the
Employee agree that such unenforceable restriction shall be reduced as to such
time, area and/or activity restricted which such court shall deem reasonable and
therefore enforceable.
Sale of Shares. During the term of Employee's employment hereunder,
Employee agrees not to, directly or indirectly, sell, transfer, assign or
otherwise transfer during any 12-month period in excess of 5,000 shares of
common stock of E-Star Holding Corp. (or any interest therein) that was issued
at any time to Employee pursuant to this Agreement; provided, however that the
foregoing restriction shall cease to be applicable at such time as such common
stock is listed on the Nasdaq National Market.
Withholding. In the event that Employee is eligible to receive or
benefit from any form of compensation or benefits hereunder, and if Employer
shall be required to withhold any amounts (the "Withholding Taxes") by reason of
any federal, state or local tax laws, rules or regulations in respect of such
compensation or benefit, Employer shall be entitled to deduct and withhold such
amounts from any payments, to be made to, or other compensation or benefits made
available to, Employee. In any event, Employee shall make available to Employer,
promptly when requested by Employer, sufficient funds to meet the requirements
of such withholding; and Employer shall be entitled to take and authorize such
steps as it may deem advisable in order to have such funds available to Employer
out of any funds or property due or to become due to Employee.
Reliance. Each party to this Agreement acknowledges that each of his/its
covenants contained herein is a material inducement to the other to complete and
to cause him/it to complete this Agreement.
Severability. In the event of any provision of this Agreement or any
word, phrase, clause, sentence or other sentence thereof (including without
limitation, the geographical and temporal restriction contained herein) should
be held to be unenforceable or invalid for any reason, such provision or portion
thereof shall be modified or deleted in such a manner so as to make this
Agreement as modified legal and enforceable to the fullest extent permitted
under applicable laws.
Amendments. This Agreement may be amended only by writing executed by
each of the parties hereto.
Entire Agreement. This Agreement sets forth the entire understanding of
the parties hereto concerning the subject matter hereof and specifically
supersedes all prior contracts,
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agreements, arrangements, communications, discussion, representations and
warranties, whether oral or written, between the parties hereto.
Governing Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles or policies or conflicts of law of such state.
Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.
Waivers. Any waiver by any party of any violation of, breach of or
default under any provision of this Agreement by the other party shall be
effective only if in writing and no such waiver shall be construed as, or
constitute, a continuing waiver of such provision, or waiver of any other
violation of, breach of or default under any other provision of this Agreement.
The failure of any party to exercise any rights or privileges under this
Agreement shall not be deemed to be a waiver or extinguishment of such rights or
privileges, all of which shall continue to be exercisable.
Assignment. Employer shall at its sole discretion have the ability to
assign any of its rights or obligations hereunder without prior written consent
of Employee. Employee shall not assign any rights or delegate any duties
hereunder without prior written consent of Employer.
Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of, and maybe enforced by, each of the parties to this Agreement and
his/its heirs, administrators, executors, successors and permitted assigns.
Notices. All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given, if delivered in person, by facsimile, by United States mail
(certified or registered, postage prepaid, return receipt requested) or by a
nationally recognized overnight courier service to the respective parties, to
his residence in the case of Employee or to its principal office in the case of
Employer, with copies to parties respective attorneys as follows: if to the
Employer, to Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxx & Bass, LLP, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000-0000, fax no. (000) 000-0000, Attn: Xxxxxxx
Xxxxxxxxx, Esq., and if to the Employee, to
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement
the day and year first above written, intending to be legally bound:
ALL-STAR CAR WASH, INC.
By:
-------------------------
Name:
Title:
--------------------------
Xxxxxxx Leader
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