EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of the 1st day of
July, 1999, by and between Reliable-West Tech, Inc. (the "Company") with offices
at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 and Xxxxxxxx Xxxxxx ("Shukla")
residing at 0 Xxxx Xxxx Xxxx, Xxxxxx Xxxxx, Xxx Xxxxxx, 00000.
WHEREAS, Shukla and the Company have agreed that Shukla shall render
services to the Company in the capacity of President of the Company's "Reliable
Division" pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein set forth, the parties hereto have agreed and do hereby
mutually agree as follows:
1. Employment Term: The term of this Agreement shall commence on the
date hereof and shall expire three years thereafter (the "Employment Period")
subject to the provisions of Section 5. At the end of the Employment Period, the
Company shall have the right to renew this Agreement on the same terms and
conditions set forth herein for up to two consecutive one year periods upon
written notice to Shukla delivered not later than ninety days prior to the end
of the then current Employment Period.
2. Duties of Executive: Shukla shall serve as Vice President of the
Company and shall also have the title of President of the Company's "Reliable
Division". Shukla shall be required to perform such duties as may from time to
time be required by the Board of Directors, President or Chief Executive Officer
of the Company. Shukla's duties may include performance of services for
affiliates of the Company. Shukla shall devote substantially all of his business
time, attention and energy to the business of the Company and its affiliates.
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3. Compensation:
(a) As compensation for his services hereunder, the Company
shall pay Shukla, during the Employment Period, annual compensation in the
amount of One Hundred Fifty Thousand Dollars (the "Base Salary"). Such amount is
inclusive of all benefits described in Section 4 below. Payments of Base Salary
shall be payable in bi-weekly installments during the Employment Period.
(b) During the Employment Period, Xxxxxx may be entitled
to receive a bonus or
bonuses in the form of Common Stock of Westbury Metals Group, Inc. with an
aggregate value (based on the average of the last bid and asked prices on the
last business day prior to issuance) not to exceed Two Hundred Thousand Dollars
($200,000), provided, however, Shukla acknowledges that the decision to pay any
such bonus is entirely within the discretion of the Company.
(c) The Company may withhold from payments of Base Salary amounts
required to be withheld by the Company from time to time under applicable
Federal, State, and local laws and regulations then in effect, including,
without limitation, laws regarding federal, state or local taxes, and may also
withhold such amounts necessary to provide Shukla the benefits described in
Section 4 below.
(d) Upon submission of written statements and bills in
accordance with the then regular procedures of the Company, Shukla shall be
entitled to reimbursement for reasonable out-of-pocket expenses necessarily
incurred in the performance of his duties hereunder, including, but not limited
to, reimbursement for travel and car expenses.
4. Employee Benefits:
Shukla shall be included to the extent eligible thereunder in
any and all existing plans (and any plans which may be adopted in the future)
providing benefits for the Company's employees
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generally, including, but not limited to, group life and disability insurance,
hospitalization, medical, vacation, retirement, stock option plans and any and
all similar or comparable benefits.
5. Termination:
(a) The Company may terminate Shukla's employment hereunder
without cause at any time by written notice delivered to Shukla in writing not
less than ninety (90) days prior to the effective date of termination; provided
however, that the Company shall continue to pay to Shukla the Base Salary
throughout the balance of the remaining term of the then current Employment
Period.
(b) Notwithstanding the provisions of Section 5(a) above, the
Company shall not be required to pay the amount owed under such Section if
Shukla's employment is terminated "For Cause." For purposes of this Agreement
"For Cause" shall mean:
(i) The misappropriation of any funds or properties
of the Company or other acts constituting fraud,
theft or the acceptance of a bribe or "kick
back";
(ii) Conviction of a felony or engaging in conduct
involving moral turpitude;
(iii) Engaging in conduct constituting (1) willful
gross neglect (2) willful gross misconduct in
carrying out Shukla's duties under this Agreement
(3) refusal or failure to perform Shukla's
obligations hereunder, provided that Shukla fails
to cure such refusal or failure within a
reasonable time after receipt of written notice
thereof.
In the event that Shukla's employment with the Company is terminated
For Cause, he shall be entitled to, and his sole remedy under this Agreement
shall be payment of Base Salary through the effective date of termination of
employment.
(c) In the event that Shukla dies or becomes disabled so as
not to be able to perform his duties as set forth herein for a period of six
consecutive months or for a total of 180 days during any twelve month period,
this Agreement shall terminate effective as of the date of death or the last
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day of such six month period or the 180th day of disability (as the case may be)
and no further compensation shall be payable to Shukla, however, that during any
such period of disability, Shukla shall be entitled to his Base Salary as
provided under Section 3.
6. Covenant Not to Compete:
(a) Shukla agrees that, commencing the date hereof and
continuing until the later of the fifth anniversary of the Closing of the sale
of assets by Reliable Corporation to the Company, or the second anniversary of
the termination of Shukla's employment with the Company, he will not, (i) engage
in any business activity in the "Restricted Area" directly or indirectly, on his
own behalf or as a partner, stockholder (except by ownership of less than ten
percent (10%) of the outstanding stock of a publicly-held corporation),
director, trustee, principal, agent, employee, consultant or otherwise of any
person, firm or corporation which then is competitive with an activity in which
the Company or any parent or subsidiary or affiliate of the Company is then
engaged at the time; or (ii) hire or enter into any agreement with or solicit
any employee, agent, consultant, or independent contractor of the Company or any
parent, subsidiary or affiliate of the Company, to terminate or encourage any
such persons to terminate their relationship with the Company, its parent,
subsidiary or affiliate.
(b) The "Restricted Area" is hereby defined as the United
States of America and Canada. Shukla specifically recognizes that any breach of
this Section 6 or Section 8 below will cause irreparable injury to the Company
and that actual damages may be difficult to ascertain, and in any every, may be
inadequate. Accordingly, (and without limiting the availability of legal or
equitable, including injunctive, remedies under any other provisions of this
Agreement), Shukla agrees that in the event of any such breach, the Company
shall be entitled to injunctive relief in addition to such other legal and
equitable remedies that may be available Shukla and the Company
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recognize that the time limitation in this Section 6 and the absence of a time
limitation in Section 8 is reasonable and properly required for the protection
of the Company and in the event that such limitation or absence is deemed to be
unreasonable by a court of competent jurisdiction, the Company and Shukla agree
and submit to the imposition of such a limitation as said court shall deem
reasonable.
7. Default - Remedies: In addition to the remedies described in 5(b),
in the event of a termination of Shukla's employment "For Cause", the Company
shall be entitled to pursue any other available remedy at law or equity.
8. Confidential Information: Except as otherwise required by law,
Shukla shall not disclose or use at any time, except as part of his employment
by the Company, either during or subsequent to such employment, any information
relating to the business of the Company. Without limiting the generality of the
foregoing, Shukla shall not disclose or use any information pertaining to the
business of the Company or any parent or subsidiary of the Company, including,
but not limited to, profit figures, names of or relationships with customers or
advertisers, or the terms of any contracts to which it or they may be a party.
The obligation imposed by this Section 8 shall survive the expiration or other
termination of this Agreement.
9. Surrender of Documents: Shukla shall, at the request of the Company,
promptly surrender to the Company or its nominee, upon any termination of his
employment hereunder, or at any time prior thereto, any document, memorandum,
record, letter, specification or other paper in his possession or under his
control relating to the operations, business, customers, or affairs of the
Company or its affiliates.
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10. Waiver of Breach: The waiver by either the Company or Shukla of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either the Company or Shukla.
11. Severability: The invalidity or unenforceability of any provision
of this Agreement, whether in whole or in part, shall not in any way affect the
validity or enforceability of any other part of such provision or of any
provision herein contained, and any invalid or unenforceable provision or part
thereof shall be deemed severable to the extent of any such invalidity or
unenforceability. If such invalidity or unenforceability is due to the
unreasonableness of the time or geographical area covered by the covenants or
restrictions of such provision, such covenants and restrictions shall
nevertheless be effective for such period of time and for such area as may be
determined to be reasonable by a court of competent jurisdiction.
12. Assignment; Binding Effect: The obligations of Shukla
hereunder may not be assigned or delegated without the prior written consent of
the Company. The rights and obligations of the parties shall inure to the
benefit of, and be binding upon, their respective heirs, personal
representatives, successors and permitted assigns.
13. Notices:
(a) All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been given if delivered
by hand or mailed within the continental United States by first class, certified
mail, return receipt requested, postage and registry fees prepaid, or sent by
telecopier (with receipt confirmation), to the applicable party and addressed as
follows:
(i) if to the Company:
West Tech, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
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(ii)if to Shukla:
0 Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
(b) Any notice or other communication given by certified mail
shall be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof. Any notice or other communication sent by telecopier transmission shall
be deemed given at the time of written confirmation of receipt.
13. Entire Agreement of the Parties: This Agreement expresses the
entire agreement of the parties, and all promises, representations,
understandings, arrangements and prior agreements are merged herein and
superseded hereby. No person, other than pursuant to a resolution of the Board,
shall have any authority on behalf of the Company to agree to modify or change
this Agreement or anything in reference thereto, and any such modification or
change must be in writing and signed by both parties hereto.
14. Laws Governing: This Agreement shall be construed, interpreted and
governed in accordance with the laws of the State of Connecticut without regard
to the choice of laws provisions thereof.
15. Counterparts: This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one document.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and Shukla has hereunto set his hand as
of the day and year first above written.
West Tech, Inc.
By:
Name:
Title:
Accepted and Agreed
By:
Xxxxxxxx Xxxxxx
