EXHIBIT NO. 6.9
EMPLOYMENT AGREEMENT WITH XXXX XXXXX
DATED JUNE 1, 1998
EMPLOYMENT AGREEMENT
This Agreement, made as of the 1st day of June, 1998 by and between
TIMBER RESOURCES INTERNATIONAL, INC. (the "Company"), a Delaware Corporation
having a place of business at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx. Xxx Xxxx, Xxx
Xxxx 00000 and XXXX XXXXX (the "Executive"), X/X 000 Xxxxxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000.
WITNESSETH:
Whereas, the Company is willing to employ the Executive upon the terms
and conditions set out below; and
Whereas, the Executive has had an opportunity to consider and evaluate
the terms of employment offered to him;
Now, therefore, in consideration of their mutual promises as
hereinafter set forth, the parties hereto agree as follows:
1. DESIGNATION AND DUTIES
The Executive shall be employed as Chief Executive Officer and
President of the Company. The Executive will also be elected as a
Director of the Company and Chairman of the Board of Directors in
accordance with the bylaws of the Company. He shall perform all duties
and undertake all responsibilities as would be customary and
appropriate for the Chief Executive Officer and President of the
Company, and additionally, shall perform all duties and tasks as are
entrusted to him by the Company's Board of Directors. Without limiting
the generality of the foregoing, the Executive shall be responsible to
develop a business plan of strategic development for the Company,
define intermediate goals and objectives, supervise production,
marketing, sales, purchasing, accounting and finance functions,
develop a budget for the Company on a year to year and calendar
quarter to calendar quarter basis, monitor expenses and variances from
budgetary allocations, develop and implement personnel policies,
recruit appropriate personnel to achieve the Company's goals, delegate
tasks and responsibilities as required to other executives and advise
the Board of Directors on a periodic basis on the financial condition
and business prospects of the Company.
2. TERM OF EMPLOYMENT
The Executive shall be employed for a term commencing on June 1, 1998
and ending on May 31, 2003. This agreement may be renewed for a
further five-year
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term on such terms and conditions as shall be mutually agreed upon by
the parties. At least ninety (90) days prior to the end of the term as
set out herein, the Company shall make a written offer to renew the
Executive's employment.
3. NO RESTRICTIONS ON EMPLOYMENT WITH COMPANY
The Executive represents and warrants that he is not a party to any
agreement and otherwise is not subject to any restriction, whether
voluntary or involuntary, which would in any manner prohibit or limit
him from entering into this agreement and performing his duties as set
out herewith. In the event the Executive has, in any position held by
him prior to the execution of this agreement, executed any
confidentiality agreement or other similar agreement restricting his
subsequent employment, the Executive represents that copies of all of
such confidentiality or similar agreements have been furnished to the
Company prior to the execution of this agreement.
4. COMPANY'S OWNERSHIP OF WORK PRODUCT
The Executive acknowledges that all work product initiated, developed
and created by him while in the employment of the Company shall be the
sole and exclusive property of the Company irrespective of whether or
not any special, unique or proprietary knowledge or technique of the
Executive was utilized to develop or create such work product. The
Executive shall, in accordance with standard Company policy or
otherwise in any manner at the Company's request, execute all other
necessary documents and instruments of assignment to establish and
protect the Company's ownership of work product developed or created
by the Executive during the course of his employment.
5. CONFIDENTIALITY
Unless available in the public domain other than by reason of a breach
of the provisions of this paragraph or other misconduct on the part of
the Executive, all data and data bases, information, research,
business strategy, business contacts, and any written or printed
material as well as material recorded and accessed by electronic media
produced or generated by the Executive or any other employee or
professional consultant engaged by the Company shall be the property
of the Company, and shall be kept secret and confidential by the
Executive during the term of his employment and for a period of five
years thereafter. The Executive agrees that a breach of this provision
can cause irreparable injury to the Company, and further agrees that
the Company shall be entitled to seek injunctive relief from an
appropriate court of law.
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6. COMPENSATION
The executive shall be paid compensation during the term of his
employment as follows:
(a) BASE COMPENSATIONS: During the first year of employment the
Executive shall be paid a base salary of $150,000 (One Hundred Fifty
Thousand Dollars) per annum payable at the rate of $12,500 (Twelve
Thousand Five Hundred Dollars) per month. During the second year of
employment, the Executive shall be paid a base salary of $180,000 (One
Hundred Eighty Thousand Dollars) per annum payable at the rate of
$15,000 (Fifteen Thousand Dollars) per month. During the third and
fourth year of employment, the Executive shall be paid a base salary
of $240,000 (Two Hundred Forty Thousand Dollars) per annum payable at
the rate of $20,000 (Twenty Thousand Dollars) per month. During the
fifth year, the Executive shall be paid a base salary of $300,000
(Three Hundred Thousand Dollars) per annum payable at the rate of
$25,000 (Twenty Five Thousand Dollars) per month.
(b) BONUS COMPENSATION: The Executive's Bonus Awards are granted based
on the Company's performance against financial targets including
return on equity, earnings per share and predetermined targets of
qualitative non-financial performance factors, such as quality, safety
and environment and people development. The Company's Board of
Directors shall determine financial targets for each fiscal year prior
to the commencement of the year. If the threshold level of performance
is not attained, no bonus compensation is earned.
For the fiscal year ending June 30, 1999, the Executive shall be paid
bonus compensation of $50,000 (Fifty Thousand Dollars) provided the
Company achieved 100% of the goal. Furthermore, for each 10% increase
over financial targets, the Executive's bonus compensation shall be
increased by $15,000 (Fifteen Thousand Dollars), subject to a maximum
bonus compensation of $80,000 (Eighty Thousand Dollars) for the first
year and $120,000 (One Hundred Twenty Thousand Dollars) for the
second, third, fourth and fifth year of the contract.
7. WARRANTS
During the first year of employment, the Executive shall be granted
ten year warrants for common stock priced at $.05 at the rate of
1,000,000 warrants a year issued on the last day of the fiscal year,
beginning June 30, 1999. During the second, third, and fourth year of
the contract, the Executive shall be granted ten year warrants for
common stock priced at $.05 at the rate of 1,500,000 warrants a year
issued on the last day of each fiscal year. During the fifth year of
the contract, the Executive shall be granted ten year warrants for
common stock priced at $.05 at the rate of 2,000,000 warrants a year
issued on the last day of the
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fiscal year. The number of warrants should be adjusted to any split or
reverse split of the Company's stock.
8. BENEFITS
(a) The Executive and his family shall receive medical insurance
coverage in accordance with the medical benefits plan adopted by
the Company.
(b) The Company agrees to provide the Executive with term life
insurance coverage in an amount of $2,000,000 (Two Million
Dollars).
(c) The Company agrees to provide Directors and Officers liability
insurance in such amount as may be deemed appropriate by its Board
of Directors. Such liability insurance shall be obtained not later
than six months after the date of execution of this agreement.
Irrespective of whether or not such insurance coverage is in force
and effect, the Company agrees to indemnify the Executive and hold
him free and harmless from all claims, injury, damages and costs
(subject to the Company's right to select counsel of its choice)
arising from any action against the Company or any act or activity
undertaken by the Executive in the conduct of the Company's
business or the performance of his duties hereunder provided
however that such indemnification shall not extend to actions or
activities by the Executive involving a violation of law, breach
of contract or moral turpitude. Notwithstanding anything stated
above, the Executive shall not be denied indemnification if he has
taken any action or engaged in any activity in accordance with
directives of the Board of Directors or the Chairman of the
Company, or, in good faith, attempted to implement policies or
guidelines established by them.
9. VACATIONS/ILLNESS/EXPENSE/REIMBURSEMENTS
(a) The Executive shall be entitled to vacations from work for an
aggregate of four (4) calendar weeks per annum. Vacations shall be
taken by the Executive in such manner as to avoid or minimize any
disruption in the Company's business, and the timing of vacations
taken by the Executive shall be approved by the Board of
Directors. Based upon consent by the Company, vacation time may be
accumulated for a maximum of eight (8) weeks.
(b) The Executive shall be entitled to avail of four (4) weeks of
absence with full salary on account of documented injury or
illness during each year of his employment. Leave of absence for
medical reasons may not be cumulated from year to year. The
Company may in its discretion grant the Executive additional leave
of absence on account of illness with full or part salary based
upon prior extraordinary performance by the Executive.
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(c) The Company shall reimburse the Executive for all reasonable out
of pocket expenses incurred by him in the conduct of the Company's
business. The Company may from time to time establish guidelines
or other rules with regard to reimbursements of expenses.
Reimbursements shall be made within thirty (30) business days
after receiving an expense statement from the Executive supported
by appropriate invoices or other documentation acceptable to the
Company's auditors, and shall be paid notwithstanding an
intervening termination of employment.
10. TERMINATION
The employment agreement may be terminated by the Company prior to the
expiration of the term provided herein in accordance with the
following:
(a) DEATH OF THE EXECUTIVE: In the event of the death of the
Executive, this agreement shall terminated in all respects,
provided however that (i) the estate of the Executive shall be
entitled, without any diminution of set-off of any kind, to all
base and bonus compensation, as well as warrants earned by the
Executive under the terms of this agreement, and (ii) the Company
shall be entitled to assert any claim arising from a breach of the
terms of this agreement against the estate of the Executive
provided such claim has been asserted prior to the death of the
Executive.
(b) DISABILITY: The Executive shall become physically or mentally
disabled and be unable to perform his duties and responsibilities
for a continuous period of eight weeks or during intermittent
periods which in the aggregate shall exceed eight weeks in any
twelve month period. The Company may, in its discretion and based
upon the performance and/or exceptional contributions made by the
Executive to the Company, relax the restrictions set out in this
subparagraph. The Company shall provide thirty days notice for
termination of employment pursuant to the provisions of this
subparagraph.
(c) UNLAWFUL ACTIVITIES: Activities engaged in by the Executive which
shall be exclusively or partially responsible for the Company
having violated or being placed in a situation when, in the
opinion of its counsel, it may be in violation of any state or
federal law including, without limitation, securities laws, tax
laws, RICO statutes, and anti-discrimination and sexual
harassment laws. Termination of employment pursuant to the terms
of this subparagraph shall be at the discretion of the Board of
Directors based on the gravity of the violation involved, and the
notice period shall also be at the discretion of the Board.
(d) FRAUD/DIVERSION OF BUSINESS, ETC: It shall be established to the
satisfaction of the Company that the Executive has engaged in one
or more acts or omissions involving fraud, dishonesty, violations
of law, or breach of confidentiality
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undertakings which have resulted in material injury to the
Company. Prior to taking any action pursuant to the provisions of
this subparagraph, the Company shall provide the Executive with a
reasonably detailed statement of the charges made against him. The
Executive shall have two weeks to provide a written response to
such charges. The Company may suspend the Executive and deny him
access to his office or certain files or departments within the
office until such time as the Company makes a final decision on
the matter. After the Executive's written response to the
Company's charges is received by the Company, it shall be
forwarded to the Board of Directors of the Company. The Board
shall take a decision regarding the Executive's employment
pursuant to discussion of the matter at a meeting of the Board
which shall be chaired by a Director other than the Executive. The
decision of the Board of Directors shall be communicated to the
Executive in writing. The Company's decision need not contain any
rebuttal of the Executive's response or provide any other reason
for the termination of employment. Termination of employment
pursuant to the terms of this subparagraph may be made with
immediate effect at the discretion of the Company.
(e) TERMINATION FOR CONVENIENCE: The Company shall be entitled to
terminate this Employment Agreement without assigning any reason
and entirely in its discretion by providing ninety (90) days
written notice thereof to the Executive.
(i) In the event the employment is terminated during the
first two years of this Employment Agreement, a
severance payment of $50,000 (Fifty Thousand Dollars)
shall be paid within thirty (30) business days of the
date of termination.
(ii) In the event the employment is terminated during the
third, fourth, and fifth year of this Employment
Agreement, the amount of the severance payment shall be
$75,000 (Seventy Five Thousand Dollars), payable within
thirty (30) business days of the date of termination.
11. RESIGNATION
In the event the Executive chooses to resign from the Company's
employment, he shall provide the Company with at least ninety (90)
days written notice failing which the Company shall be entitled to
claim damages from the Executive.
12. NOTICES
All notices shall be deemed to have been properly provided if they
shall be sent by registered mail, return receipt requested, to the
last known address of either party as set out in the records of the
Company.
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14. HEADINGS
All headings in this agreement are set out for convenience and shall
not in any manner impact upon the interpretation of this agreement.
15. AMENDMENTS
This agreement sets out the entire agreement between the parties,
which relate to the Executive's employment and other matters set out
in this agreement. Both parties acknowledge that all other prior or
contemporaneous agreements and understandings, whether written or
oral, are void and of no effect. A waiver on one or more occasions of
any of the provisions contained herein shall not be construed as an
amendment to this agreement. This agreement may be amended only by a
document signed by the party against whom the provisions of such
amendment are sought to be enforced.
16. GOVERNING LAW AND JURISDICTION
This agreement shall be interpreted and enforced in accordance with
the internal laws of the State of New York without reference to rules
regarding conflict of laws. All disputes arising under this agreement
shall be referred to arbitration under the procedures and auspices of
the American Arbitration Association. The venue for such arbitration
shall be in New York City.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BALNK]
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In witness whereof, the Company and the Executive have executed this
agreement on the date first above written.
THE COMPANY
By: /s/ Xxxx Xxxxxxxx
-----------------------------
Xxxx Xxxxxxxx/ Director
THE EXECUTIVE
/s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
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