EX-10.2
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of the 15th day of
November, 2001 by and between XxxxXxxxx.xxx, Inc., a Nevada
corporation, (herein called "Corporation", and Xxxxxxx X. Xxxxxxx
(herein called "Employee"), upon the terms and conditions hereinafter
stated:
1. Employment
Corporation hereby engages and employs Employee to render services to
the Corporation (except as otherwise provided in Paragraph 3 hereof)
as CEO and President in which capacity Employee shall render such
services as are customarily rendered by and are required of a chief
executive officer. Employee hereby accepts such employment and
agrees to keep and perform, diligently and conscientiously, all the
duties, obligations and agreements assumed and entered into by him
hereunder.
2. Term
The term of employment hereunder shall commence as of the date
hereof, and shall continue until December 31, 2003 unless sooner
terminated in accordance with the provisions hereof. Employee hereby
grants to Corporation an option to extend the term of the Agreement
for an additional two (2) years ("renewal term"), such renewal term
to run consecutively beginning at the expiration of the initial term
upon such terms and conditions to be agreed to by the parties. In
the event that the parties are unable to reach an agreement for a
renewal term, either party may decline to enter into an agreement for
a renewal term.
Except as otherwise provided in this Agreement and after December 31,
2003, Corporation shall give Employee ninety (90) days written notice
of its intent to terminate Employee's employment under the terms of
this Agreement.
3. Services
A. Employee shall render all services, subject to the supervision
and direction of the Corporation's Chairman of the Board of
Directors, usual and customarily rendered by and required of
persons employed in the capacities designated above and such
other services as may be reasonably requested by Corporation.
Employee agrees that throughout the term of this hereof he
will render the above provided services for Corporation and
Employee shall not render such services for any other person
firm or corporation without the Corporation's prior
permission.
B. Employee agrees to render services as the President, on an
exclusive basis, and t devote sufficient time, attention,
skills and efforts in connection with the Company's business,
and to comply with all instructions, directions, requests,
rules, and regulations made and issued by Corporation; and to
perform services conscientiously and to the best of his
ability at all reasonable time and whenever and wherever
reasonably required. This agreement, however, shall not be
construed to prevent Employee from having investments, and
devoting time to such personal matters that may require
attention so long as such activities will not interfere with
the performance of services as required under this Agreement.
4. Compensation
On the condition that Employee fully performs his obligations
hereunder; Corporation agrees to pay Employee and Employee agrees to
accepts the following sums:
A. For the initial term, compensation in the sum of One Hundred
and Twenty Thousand Dollars (U.S.) ($120,000.00) annually.
B. Health Insurance: The Corporation will secure at no cost to
Employee, health insurance in favor of Employee and his
dependents during the term of Employee's employment pursuant
to this Agreement.
5. Expenses
Employee shall be reimbursed by the Corporation for all reasonable
and ordinary expenses incurred in connection with his employment
hereunder upon presentation to the Corporation of proper
documentation of such expenses.
6. Illness or Incapacity; Failure to Perform; Force Majeuere,
Withdrawal by Employee
A. Employee shall receive full compensation for any period of
illness or incapacity during the term of this Agreement.
However after December 31, 2003, Corporation shall have the
right to terminate this Agreement if Employee develops and
illness or incapacity which shall totally disable him from
rendering services to the Corporation for a period of three
(3) months or more in aggregate, or thirty (30) consecutive
days or more, in any one contract year. Such right to
terminate shall be exercisable by Corporation by giving at
least ninety (90) days written notice of its intention to
terminate this Agreement and Employee's services hereunder.
For purposes of this Paragraph, Employee shall be considered
to be totally disabled if by reason of illness or incapacity,
physical or mental, Employee is unable to materially perform
the services required of him hereunder or materially comply
with his obligations and agreements hereunder. In such
instance, Corporation shall have the right and privilege to
have medical examinations of Employee made by such physician
or physicians as Corporation may reasonably designate,
provided that Employee may have present and participating at
such medical examinations any physician or physicians of his
own choice at his own expense. The death of Employee before
the expiration of the term hereof shall not be deemed a
disability, such contingency being covered elsewhere in this Agreement.
B. Corporation shall have the right to terminate Employee's
employment hereunder upon ninety (90) days written notice to
Employee in the event that Employee fails, refuses or neglects
to promptly and faithfully perform any of the required
services and/or other obligations hereunder as, when and
wherever reasonable instructed to directed by Corporation.
Corporation shall have the right to terminate immediately,
without prior notice, Employee's employment hereunder for
"cause." For purposes of this Paragraph, "cause" shall mean
(I) Employee's willful misconduct or gross negligence in
connection with the performance of his duties under this
Agreement if such conduct results in substantial damage to the
Corporation, (ii) an act of fraud or misappropriation by
Employee which results or is intended to result in Employee's
personal enrichment at the expense of the Corporation, (iii)
Employee's conviction for any felony, or (iv) Employee's
participation in any activity, alone or in conjunction with
another, that is or may be competitive with the Corporation's business.
C. In the event of the termination of this Agreement pursuant to
any of the provisions hereof, Corporation and Employees shall
have no further obligations to the other whatsoever, and all
obligations hereunder shall be deemed excused; excepting, however,
(i) If this Agreement is or becomes terminated in accordance
with the provisions of Paragraphs 6(a), 6(b), 6(c), or 8
hereof, Corporation agrees to pay to Employees, or
Employee's estate, as the case may be, any and all unpaid
salary and bonus accrued up to the date of the actual
termination of this Agreement; and, in addition thereto;
7. Vacations
Corporation agrees to give Employee, during the term hereof, fifteen
(15) business days of vacation, the time of taking of which shall be
determined by Employee and Corporation in consultation with each
other. In the event that Employee fails to use all of his vacation
days in any given year, Employee may carry over and accumulate such
vacation days for use in subsequent years.
8. Death During Employment
In the event of the Employee's death prior to the expiration of the
term hereof, this Agreement shall be deemed terminated and
Corporation shall have only those obligations to Employees estates
are set forth in Paragraph 6 hereinabove.
9. Miscellaneous
A. Nothing contained in this Agreement shall be construed to
require the commission of any act contrary to law.
B. This Agreement was made in the State Of Minnesota, and its
validity, construction and effect shall be governed by and
enforced pursuant to the substantive laws of the State of
Minnesota applicable to contracts made and to be performed therein.
C. This Agreement constitutes the entire agreement between the
parties hereto and shall supersede any and all prior written
or oral agreements between Corporation and Employee relating
to the subject matter hereof and cannot be amended or modified
excepts by written instrument signed by the parties hereto.
Employee acknowledges that he has not executed this Agreement
in reliance upon any representation or promise made by
Corporation or any representative of Corporation, excepts as
expressly provided for in this Agreement. This contract shall
not become
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
XxxxXxxxx.xxx, Inc., a Corporation
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx, an Individual
/s/ Xxxxxxx X. Xxxxxxx
