EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made, entered into, and
effective as of February 4, 1998 ("Effective Date"), by and between American
Custom Components, Inc., a Nevada corporation ("the "Company") and Xxxx
Xxxxxxxxxx ("Lundegaard").
RECITALS
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WHEREAS, COMPANY desires to benefit from Lundegaard's expertise and
employ Lundegaard and Lundegaard is willing to accept such employment.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
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1. TERM AND DUTIES.
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The Company hereby employs Lundegaard as of the Effective Date and
Lundegaard agrees to enter into and remain in the employ of the Company until
five years from the date of this Agreement unless (i) this Agreement is
terminated as provided hereinbelow; or (ii) this Agreement is extended by mutual
agreement of the parties. Lundegaard shall faithfully and diligently perform all
professional duties and acts as may be reasonably requested of Lundegaard by the
Company or its officers.
2. COMPENSATION.
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2.1 Subject to the termination of this Agreement as provided herein,
the Company shall compensate Lundegaard for her services hereunder at an annual
salary ("Salary") of Seventy-Two Thousand Dollars ($72,000.00) payable in
semi-monthly installments in accordance with the Company's practices, less
normal payroll deductions. Such Salary shall increase by 10% an each anniversary
of this Agreement.
2.2 In addition to the Salary stated above, commencing with the
Effective Date, Lundegaard shall be eligible to participate in a health
insurance plan, including dependent coverage, supplied by the Company.
Lundegaard shall be entitled to participate in any and all group life, workers'
compensation, health plan, or accidental insurance plans which are adopted by
the Company for the benefit of executive officers or employees. Lundegaard shall
be entitled to such sick leave and paid holidays and to such other perquisites
of employment, as customarily are
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extended by the Company to executive officers or employees. In addition,
Lundegaard shall be entitled to such other benefits as the Company may elect to
provide generally, from time to time, to employees.
3. BINDING EFFECT.
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This Agreement shall be binding upon and inure to the benefit of the
parties hereto their respective devisees, legatees, heirs, legal
representatives, successors, and permitted assigns. The preceding sentence shall
not affect any restriction on assignment set forth elsewhere in this Agreement.
4. ARBITRATION.
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If a dispute or claim shall arise between the parties with respect to
any of the terms or provisions of this Agreement, or with respect to the
performance by any of the parties under this Agreement, then the parties agree
that the dispute shall be arbitrated in Orange County, California before a
single arbitrator, in accordance with the rules of either the American
Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services,
Inc./Endispute ("JAMS/Endispute"). The selection between AAA and JAMS/Endispute
rules shall be made by the claimant first demanding arbitration. The arbitrator
shall have no power to alter or modify any express provisions of this Agreement
or to render any award which by its terms affects any such alteration or
modification. The parties to the arbitration may agree in writing to use
different rules and/or arbitrator(s). In all other respects, the arbitration
shall be conducted in accordance with the California Code of Civil Procedure, or
equivalent. The parties agree that the judgment award rendered by the arbitrator
shall be considered binding and may be entered in any court having jurisdiction
as stated in Paragraph 15 of this Agreement. The provisions of this Paragraph
shall survive the termination of this Agreement.
5. NOTICES.
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Any notice, request, demand, or other communication given pursuant to
the terms of this Agreement shall be deemed given upon delivery, if hand
delivered or delivered via facsimile, or Forty-Eight (48) hours after deposit in
the United States mail, postage prepaid, and sent certified or registered mail,
return receipt requested, correctly addressed to the addresses of the parties
indicated below or at such other address as such party shall in writing have
advised the other party.
If to the Company:
American Custom Components, Inc.
0000 X. XxxXxxxxx Xxxx.
Xxxxx Xxx, XX 00000
Facsimile No.: 000-000-0000
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If to Lundegaard:
Xxxx Xxxxxxxxxx
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Facsimile No.: _____________
6. ASSIGNMENT.
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Subject to all other provisions of this Agreement, any attempt to
assign or transfer this Agreement or any of the rights conferred hereby, by
judicial process or otherwise, to any person, firm, company, or corporation
without the prior written consent of the other party, shall be invalid, and may,
at the option of such other party, result in an incurable event of default
resulting in termination of this Agreement and all rights hereby conferred.
7. CHOICE OF LAW.
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This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of California
including all matters of construction, validity, performance, and enforcement
and without giving effect to the principles of conflict of laws.
8. JURISDICTION.
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The parties submit to the jurisdiction of the Courts of the State of
California or a Federal Court empaneled in the State of California for the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration award.
9. ENTIRE AGREEMENT.
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Except as provided herein, this Agreement, including exhibits, contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
There are no representations, agreements, arrangements, or understandings, oral
or written, between and among the parties hereto relating to the subject matter
of this Agreement that are not fully expressed herein.
10. SEVERABILITY.
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If any provision of this Agreement is unenforceable, invalid, or
violates applicable law, such provision, or unenforceable portion of such
provision, shall be deemed stricken and shall not affect the enforceability of
any other provisions of this Agreement.
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11. COUNTERPARTS.
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This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
12. MODIFICATION.
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No change, modification, addition, or amendment to this Agreement shall
be valid unless in writing and signed by all parties hereto.
13. WAIVER.
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No waiver of any breach, covenant, representation, warranty or default
of this Agreement by any party shall be considered to be a waiver of any other
breach, covenant, representation, warranty or default of this Agreement.
14. INTERPRETATION
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The terms and conditions of this Agreement shall be deemed to have been
prepared jointly by all of the Parties hereto. Any ambiguity or uncertainty
existing hereunder shall not be construed against any one of the drafting
parties, but shall be resolved by reference to the other rules of interpretation
of contracts as they apply in the State of California.
15. ATTORNEYS' FEES.
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Except as otherwise provided herein, if a dispute should arise between
the parties including, but not limited to arbitration, the prevailing party
shall be reimbursed by the non-prevailing party for all reasonable expenses
incurred in resolving such dispute, including reasonable attorneys' fees.
16. TAXES.
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Any income taxes required to be paid in connection with the payments
due hereunder, shall be borne by the party required to make such payment. Any
withholding taxes in the nature of a tax on income shall be deducted from
payments due, and the party required to withhold such tax shall furnish to the
party receiving such payment all documentation necessary to prove the proper
amount to withhold of such taxes and to prove payment to the tax authority of
such required withholding.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Lundegaard"
American Custom Components, Inc. Xxxx Xxxxxxxxxx
By: /S/ XXXXXX XXXX WALK /S/ XXXX XXXXXXXXXX
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Xxxxxx Xxxx Walk, President
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