Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Career
Direction, Inc., (the "Employer"), and Xxx Xxxx (the "Employee"); executed this
1st day of January, 2001.
RECITALS
WHEREAS, Silver Xxxxxx Mining, Inc. ("SRM") is the owner of all rights
to the Silver Xxxxxx Mining, Inc. testing and employment software program and
its national distribution system; and
WHEREAS, Employee is an employee of, and intends to serve as President
of Career Direction, Inc.,; and
WHEREAS, SRM is purchasing all stock of Career Direction, Inc., and
WHEREAS, Employer plans to enter into this Agreement whereby Employee will
provide professional services, as an officer of Career Direction, Inc., and
WHEREAS, Career Direction, Inc., will provide compensation for the
services provided by the Employee; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions set forth herein the parties agree as follows:
WITNESSETH:
1. CONTRACTUAL DUTIES. Employer hereby engages Employee and Employee
agrees to accept the responsibility, as President of Career Direction, Inc., to
perform the services of supervising, managing, successfully marketing products
and consulting on behalf of Career Direction, Inc.
2. COMPENSATION. As compensation for the services provided by Employee,
Employer will cause Career Direction, Inc., to pay Employee annual fees in the
amount of __________, payable as agreed upon by Employee and Employer.
Additionally, Employee, senior management of Career Direction, Inc., mid
management and employees shall receive corporate stock options as per Silver
Xxxxxx Mining, Inc.'s Stock Option Plan.
3. EXPENSE REIMBURSEMENT. Employer will reimburse Employee for
reasonable travel expenses, automobile and insurance expenses in accordance with
the customary practices and
business operations of Career Direction, Inc., and in accordance with the
policies and procedures of the Company.
4. BENEFITS. Employee shall be entitled to employment benefits
including health insurance consistent with those presently in effect with Career
Direction, Inc. Employee will also be allowed to participate in any profit
sharing and/or retirement plan in effect at Career Direction, Inc., at the time
of this Agreement or as many be amended from time to time.
5. CONFIDENTIALITY. Employee, as President of Career Direction, Inc.,
recognizes that Career Direction, Inc., and Silver Xxxxxx Mining, Inc., have and
will have information considered to be proprietary and confidential and that he
will have access to such information. The term "Confidential Information" shall
include, but not be limited to, any and all forms, manuals, marketing materials,
contracts, product design, customer lists, software, price lists and other
secret information disclosed to Employee because of his affiliation with Silver
Xxxxxx Mining, Inc. or Career Direction. Proprietary matters are unique assets
and trade secrets of Career Direction, Inc., and Silver Xxxxxx Mining, Inc.
Employee agrees that he will not at any time or in any manner either directly or
indirectly disclose or provide to third parties any Confidential Information
without the prior written consent of Xxxxxx X. Xxxxxx. Employee agrees that a
violation of this paragraph will entitle the Employer to immediate equitable
relief in an appropriate jurisdiction.
6. TERM. This Agreement shall continue for a term of three years from
the effective date, ("Term") with two additional three year options which may be
exercised by mutual agreement in writing by the parties to the Agreement,
provided, however, the Agreement may be terminated upon the following:
6.1 Upon conclusion of the Term or of any extension under
this Agreement;
6.2 Upon the death of Employee;
6.3 At Employer's option for breach of the Agreement;
6.4 At Employer's option upon conviction of Employee for
any felony or misdemeanor involving moral turpitude;
2
Upon termination of the Agreement, provided termination is not caused
by breach of the Agreement by Employee, Employee shall be paid the balance of
salary owed (pro-rated) during a term from date of termination until expiration
of term as determined by Career Direction, Inc., but in no event to exceed three
years' salary. At time of termination, Employee shall have the right to exercise
any and all available stock options granted to him at the time of termination;
and additionally, Employer may purchase all shares of stock in Silver Xxxxxx
Mining, Inc., owned by Employee at the time of termination at the then
prevailing market price per share.
7. RESTRICTIVE COVENANTS. In consideration of the offering of
employment, for the provision to Employee of Employer's trade secrets and
confidential information, and in further consideration of the Purchase and Sale
Agreement of even date, Employee hereby agrees as follows:
7.1 During the Term of this Agreement and for a period of
three years following any termination of this Agreement for any reason, Employee
shall not be an officer, director, employee, agent or representative, or an
owner of more than 1% of the outstanding capital stock of any corporation, or an
owner of any interest in any business which solicits, hires or otherwise
attempts to induce any employees, agents or representatives of Silver Xxxxxx
Mining, Inc. or Career Direction to terminate their position as agent, employee
or representative.
7.2 During the Term of this Agreement and for a period of
three years following termination of this Agreement for any reason, Employee
shall not directly or indirectly, by being an officer, director, employee,
agent, representative or consultant, or a record or beneficial owner of more
than 1% of the outstanding stock of a corporation, or an owner of interest in,
or employee of any business which conducts the business of employee testing or
related consulting or employee placement in any area of influence of Silver
Xxxxxx Mining, Inc. or Career Direction. Area of influence is defined as any
market in which Silver Xxxxxx Mining, Inc. or Career Direction have a
representation in North America or in which either company operates.
7.3 In the event that any court or agency holds that this
Section 7 constitutes an unreasonable restriction upon Employee, the parties to
this agreement expressly agree that the
3
provisions of this Section 7 shall not be rendered void, but shall apply as to
time and territory or to such other extent as a court or agency may rule as
reasonable restrictions under the circumstances.
8.. ENTIRE AGREEMENT. This Agreement contains all the controlling terms
and provisions agreed upon by the parties supersedes any and all prior written
or oral agreements between the parties. Any amendments to the Agreement must be
agreed upon in writing and signed by both parties.
9. GOVERNING LAW. This Agreement is executed in Tarrant County, Texas.,
and is deemed governed by the laws of the State of Texas.
Executed in multiple counterparts the date first hereinabove written.
Silver Xxxxxx Mining, Inc.
By:
----------------------------
Xxxxxx X. Xxxxxx, President
Career Direction, Inc.
By:
----------------------------
----------------------------
Xxx Xxxx
4
