EMPLOYMENT AGREEMENT
Employment Agreement, between Nurescell Inc., (the "Company") and Xxxxxx
Xxxxx (the "Employee").
1. For good consideration, the Company employs the Employee on the
following terms and conditions.
2. Term of Employment: Subject to the provisions for termination set
forth below this agreement will begin on June 01,1998, unless sooner terminated.
3. Salary: The Company shall pay Employee a salary of $$36000.00 per
year, for the services of the Employee, payable at regular payroll periods.
4. Duties and Position: The Company hires the Employee in the capacity
of . The Employee's duties may be reasonably modified at the Company's
direction from time to time.
5. Employee to Devote Full Time to Company: The Employee will devote full
time, attention, and energies to the business of the Company and during this
employment, will not engage in any other business activity, regardless of
whether such activity is pursued for profit, gain, or other pecuniary advantage.
Employee is not prohibited from making personal investments in any other
businesses provided those investments do not require active involvement in the
operation of said companies.
6. Confidentiality of Proprietary Information: Employee 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 Employee
reveal or threaten to reveal this information, the Company shall be entitled
to an injunction restraining the Employee from disclosing same, or from
rendering any services to any entity to whom said information has been or is
threatened to be disclosed. The right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it has against the
Employee for a breach or threatened breach of this condition, including the
recovery of damages from the Employee.
7. 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.
8. Vacation: The Employee shall be entitled to a yearly vacation of
weeks at full pay.
9. Disability: If Employee cannot perform the duties because of
illness or incapacity for a period of more than weeks, the compensation
otherwise due during said illness or incapacity will be reduced by ( )
percent. The Employee's full compensation will be reinstated upon return to
work. However, if the Employee is absent from work for any reason for a
continuous period of over months, the Company may terminate the Employee's
employment, and the company's obligations under this agreement will cease on
that date.
10. Termination of Agreement: Without cause, the Company may terminate
this agreement at any time upon days' written notice to the Employee. If
the Company requests, the Employee will continue to perform his/her duties
and be
EXHIBIT 6.3
paid his/her regular salary up to the date of termination. In addition, the
Company will pay the Employee on the date of termination a severance allowance
of $ less taxes and social security required to be withheld. Without cause, the
Employee may terminate employment upon 14 days' written notice to the Company.
Employee may be required to perform his/her duties and will be paid the regular
salary to date of termination but shall not receive a severance allowance.
Notwithstanding anything to the contrary contained in this agreement, the
Company may terminate the Employee's employment upon days' notice to the
Employee should any of the following events occur:
a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
b) The sale, exchange, or other disposition, in one transaction of the
majority of the Company's outstanding corporate shares; or
c) The Company's decision to terminate its business and liquidate its
assets;
d) The merger or consolidation of the Company with another company.
e) Bankruptcy or Chapter 11 Reorganization.
11. Death Benefit: Should Employee die during the term of employment, the
Company shall pay to Employee's estate any compensation due through the end of
the month in which death occurred.
12. Restriction on Post Employment Compensation: For a period of ( )
years after the end of employment, the Employee 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 Employer's
general trading area.
13. Assistance in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party either during or after employment.
14. Effect of Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere provided and
not expressly provided in this agreement.
15. Settlement by Arbitration: Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court with
jurisdiction.
16. Limited Effect of Waiver by Company. Should Company waive breach of
any provision of this agreement by the Employee, that waiver will not operate or
be construed as a waiver of further breach by the Employee.
17. 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 Company (or any predecessor
thereof) and the Employee shall be deemed reinstated as if this agreement had
not been executed.
18. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.
19. Oral Modifications Not Binding. This instrument is the entire
agreement of the Company and the Employee. 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.
Signed this 1st day of June, 1998.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxx
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Company President Employee
