EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective the 1st day of
February 2002, by and between TEQ-1 Corporation, a Nevada corporation
(hereinafter referred to as "Company"), and Xxxxx Xxxxxxx, an individual
residing in Utah (hereinafter referred to as "Employee"), (collectively
referred to as the "Parties").
WITNESSETH:
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the Company and Employee agree as follows:
1. Employment. The Company hereby employs the Employee and the Employee
accepts employment as Employee of the Company upon the terms and
conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence February 1, 2002, and
shall continue for a term of one (1) year. This Agreement may be
renewed at the end of the term, for an additional term by an instrument
in writing, agreed to and executed by the Parties. If no instrument in
writing is executed by the Parties for additional term, then the
employment will continue on a month-to-month basis subject to
termination by either party upon thirty (30) days written notice to the
other party.
3. Duties / Limitations. During the term of this Agreement, Employee shall
continue to serve on the board of directors of the Company and as
president, secretary and treasurer of the Company. Employee shall be
responsible for developing relationships with clients; consulting with
clients and generating revenues; managing the company finances including
but not limited to purchases, sales, payroll, accounts payable, accounts
receivable, bank reconciliation, and inventory management; overseeing
the preparation of financial statements and SEC filings; filing of
company taxes in a timely fashion, including sales, income, payroll,
franchise and other necessary taxes; hiring employees; overseeing
purchase of office supplies and materials necessary for operation of the
Company's business; developing financing arrangements with vendors,
banks and investors as necessary; performing any other tasks or
obligations normally associated with Employee's position within industry
standards. Employee shall devote her time and energy to the affairs and
interests of the Company on an "as needed" basis.
4. Extent of Services / Conduct. The Employee may serve as a director or
in any other capacity or perform services for other organizations,
including organizations whose activities may involve or relate to the
business of the Company, and volunteer for charitable organizations.
The Employee pledges her careful avoidance of all personal acts, habits,
usage's, and statements, which might injure, in any way, directly or
indirectly, affect the personal or business reputation of the Company.
5. Compensation. As compensation for the services to be rendered
hereunder, the Company shall pay to Employee:
(a) A base salary in the amount of $1,500.00 per month, payable Monthly
or as the Parties may agree. Employee's salary shall be paid, as
funds are available.
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(b) Such additional sums may be awarded at the calendar year end of the
Company as bonus compensation. Such bonuses shall be approved by
the board of directors of the Company and will be based on, but not
limited to, the performance of Employee and the income from
operations of the Company. Such bonus compensation, if awarded,
will be treated as a salary increment.
6. Expenses. The Employee may incur reasonable expenses for promoting the
Company's business, including reasonable expenses for office space,
entertainment, travel, and similar items. The Company will reimburse
the Employee for all such pre-approved expenses upon the Employee's
periodic presentation of an itemized account of such expenditures.
7. Non-Disclosure of Information. In further consideration of employment
and the continuation of employment by the Company, Employee will not,
directly or indirectly, during or after the term of employment disclose
to any person not authorized by the Company to receive or use such
information, except, for the sole benefit of the Company, any of the
Company's confidential or proprietary data, information, or techniques,
or give to any person not authorized by the Company to receive it, any
information that is not generally known to anyone other than the Company
or that is designated by the Company as "Limited," "Private," or
"Confidential," or similarly designated.
8. Disability. If Employee is unable to perform the duties set forth in
this Agreement by reason of illness or incapacity, the base salary
payable to her under Paragraph 5 of this Agreement shall continue only
in accordance with decisions reached by the Board of Directors or
pursuant to any written policy of the Company.
9. Fringe Benefits. In addition to the compensation to the Employee under
Paragraph 5, the Employee shall be entitled to, during the term of this
Agreement, participate in any benefit plans adopted by the Company,
including, without limitation, health, retirement, disability, and life
insurance benefit plans, but only to the extent that the Employee has
satisfied the eligibility requirements of the respective plans and the
benefits are offered to all other employees of the Company.
10. Termination for Cause. The Company may terminate this Agreement for
cause at any time. For purposes of this Agreement, the term "cause"
includes, without limitation, the Employee's (i) neglect or intentional
disregard of duties, (ii) unauthorized disclosure of confidences of the
Company, (iii) conviction of felony or any crime involving moral
turpitude by a court of competent jurisdiction, (iv) willful misconduct,
(v) excessive use of alcohol on repeated occasions or addiction to
narcotics, (vi) breach of this Agreement, or (vii) dishonesty. Upon
termination of employment, the Company shall be under no further
obligation to Employee under this Agreement, except as otherwise stated
in this Agreement.
11. Termination upon Sale of Business. The Company may terminate this
Agreement upon thirty (30) days written notice to the Employee upon the
happening of any of the following events:
(a) The sale, by the Company, of substantially all of its assets to a
single purchaser or group of associated purchasers; or
(b) The sale, exchange, or other disposition to a single entity or group
of entities under common control in one transaction or series of
related transactions of greater than fifty percent (50%) of the
outstanding shares of the Company's common stock; or
(c) A decision by the Company to terminate its business and liquidate
its assets; or
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(d) The merger or consolidation of the Company in a transaction in which
the shareholders of the Company receive less than fifty percent
(50%) of the outstanding voting shares of the new or continuing
corporation.
12. Death During Employment. If the Employee dies during the term of this
Agreement, then the Company shall pay to the designated beneficiary of
the Employee the compensation that would otherwise be payable to the
Employee up through the end of the term of this Agreement and this
Agreement shall be terminated. In addition, the Company shall pay any
accrued but unpaid salary and all other amounts owed to Employee. If
the Employee has made no beneficiary designation, then amount due
hereunder shall be paid to the Employee's estate. Any obligation that
Employee may owe the Company for repayment or otherwise shall be
forgiven.
13. Prior Employment Agreement. All amounts owed to Employee under the
prior employment agreement with the Company, shall be due and payable,
upon request of Employee. All amounts not paid to Employee under the
prior agreement shall continue to accrue in the books and records of the
Company, until paid in full.
14. Miscellaneous.
(a) The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into jointly
and severally by the Parties hereto. This Agreement represents the
entire Agreement among the Parties, and terminates any prior
agreements with regards to the subject matter hereof. This
Agreement may be executed in any number of facsimile counterparts
with the aggregate of the counterparts together constituting one and
the same instrument. This Agreement constitutes a valid and binding
obligation of the Parties hereto and their successors, heirs and
assigns. This Agreement may only be assigned, amended or modified
by an instrument in writing, agreed to and executed by the Parties.
(a) No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that
any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Agreement, and this
Agreement shall be constructed as if it never contained any such
invalid, illegal or unenforceable provisions.
(b) The laws of the State of Utah shall govern the validity,
interpretation, and performance of this Agreement and any dispute
arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, Utah. If any action is
brought to enforce or interpret the provisions of this Agreement,
the prevailing party shall be entitled to recover reasonable
attorneys' fees, court costs, and other costs incurred in proceeding
with the action from the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
TEQ-1 Corporation (Company) Xxxxx Xxxxxxx (Employee)
/S/ XXXXX XXXXXXX /S/ XXXXX XXXXXXX
______________________________________ ____________________________________
By: Xxxxx Xxxxxxx, President By: Xxxxx Xxxxxxx, an Individual
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