EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of January 01,
2004, by and between DynEco Corporation ("DYCO"), of 000 Xxxxxxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxx, 00000 and Xxxxxx X. Xxxxxxx ("Xxxxxxx"), of 0000 Xxxxxxxxxx
Xxx, Xxxxxxxxx, Xxxxxxx, 00000.
A. DYCO is engaged in the business of Research and Design of air
compressors and hydrogen circulators. Xxxxxxx will primarily perform
the job duties at the following location: 000 Xxxxxxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxx.
B. DYCO desires to have the services of Xxxxxxx.
X. Xxxxxxx is willing to be employed by DYCO. Therefore, the parties
agree as follows:
1. EMPLOYMENT. DYCO shall employ Xxxxxxx as Chief Technical Officer and Chief
Executive Officer. Xxxxxxx accepts and agrees to such employment.
2. BEST EFFORTS OF EMPLOYEE. Xxxxxxx agrees to perform to the best of Xxxxxxx'x
ability, experience, and talents in the business of and technical field of
positive displacement compressors, in addition to the duties that may be
required by the express and implicit terms of this Agreement, to the reasonable
satisfaction of DYCO. Such duties shall be provided at such place(s) as the
needs, business, or opportunities of DYCO may require from time to time. Herein
the term "compressor(s)" means positive displacement fluid-moving devices.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Xxxxxxx under this Agreement, DYCO will pay Xxxxxxx an annual salary of
$60,000.00 in 2004, $70,000 in 2005, $80,000 IN 2006, $90,000 IN 2007 AND
$100,000 IN 2008 and negotiable thereafter and payable in accordance with DYCO's
usual payroll procedures. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that Xxxxxxx shall be entitled to
payments for periods or partial periods that occurred prior to the date of
termination and for which Xxxxxxx has not yet been paid. Accrued vacation will
be paid in accordance with state law and DYCO's customary procedures. This
section of the Agreement is included only for accounting and payroll purposes
and should not be construed as establishing a minimum or definite term of
employment.
4. EXPENSE REIMBURSEMENT. DYCO will reimburse Xxxxxxx for "out-of-pocket"
expenses incurred by Xxxxxxx in accordance with DYCO's policies in effect from
time to time.
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5. EMPLOYEE INSURANCE. DYCO will pay Xxxxxxx' medical, dental and supplemental
insurance in accordance with DYCO's existing policies.
6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Xxxxxxx shall provide DYCO with all
information, suggestions, and recommendations FOR the term of the this agreement
regarding DYCO's compressor business, of which Xxxxxxx has knowledge that will
be of benefit to DYCO.
7. CONFIDENTIALITY. Xxxxxxx recognizes that DYCO has and will have information
regarding the following:
- compressor inventions
- products
- product design
- processes
- technical matters
- trade secrets
and other vital information items (collectively, "Information") which are
valuable, special and unique assets of DYCO. Xxxxxxx agrees that Xxxxxxx will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate any Information to any third party without the prior
written consent of DYCO. Xxxxxxx will protect the Information and treat it as
strictly confidential. A violation by Xxxxxxx of this paragraph shall be a
material violation of this Agreement and will justify legal and/or equitable
relief.
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a Five
Years period after the termination of Xxxxxxx'x employment. During such Five
Years period, neither party shall make or permit the making of any public
announcement or statement of any kind that Xxxxxxx was formerly employed by or
connected with DYCO.
9. NON-COMPETE AGREEMENT. Xxxxxxx recognizes that the various items of
Information are special and unique assets of the company and need to be
protected from improper disclosure. In consideration of the disclosure of the
Information to Xxxxxxx, Xxxxxxx agrees and covenants that for a period of Five
Years following the termination of this Agreement, whether such termination is
voluntary or involuntary, Xxxxxxx will not directly or indirectly engage in any
business competitive with DYCO. Directly or indirectly engaging in any
competitive compressor business including: (i) engaging in a business as owner,
partner, or agent, (ii) becoming an employee of any third party that is engaged
in such compressor business, (iii) becoming interested directly or indirectly in
any such compressor business, or (iv) soliciting any customer of DYCO for the
benefit of a third party that is engaged in such compressor business.
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10. TERM/TERMINATION. Xxxxxxx'x employment under this Agreement shall be for
Five Years, beginning on January 01, 2004. This Agreement and Xxxxxxx'
employment by DYCO may be terminated by DYCO, upon written notice to Xxxxxxx, in
the event (a) Xxxxxxx is convicted of a felony, (b) of the death of Xxxxxxx, (c)
of Xxxxxxx' improper or personal use of DYCO's assets, (d) of the commission of
acts of fraud, dishonesty, malfeasance, criminal activity, wrongful conduct,
breach of fiduciary duty Xxxxxxx against the Company or its affiliates, or in
connection with the performance of his duties hereunder; and (e) of Xxxxxxx'
willful failure or refusal to comply with the provisions of this Agreement, or
his failure to perform his duties and obligations under this Agreement in any
material respect following written notice of such failure or refusal and
Employee's failure to cure same within 30 days following Xxxxxxx' receipt of
such notice. Termination of this Agreement shall not affect Xxxxxxx' entitlement
to any compensation due to Xxxxxxx up to the date of termination. Termination of
this Agreement or Xxxxxxx' employment hereunder shall not, in and of itself,
affect the validity or continued effectiveness of a certain Exclusive Patent and
Know-How License Agreement dated effective January 1, 2004.
11. TERMINATION FOR DISABILITY. DYCO shall have the option to terminate this
Agreement, if Xxxxxxx becomes permanently disabled and is no longer able to
perform the essential functions of the position with reasonable accommodation.
DYCO shall exercise this option by giving 180 days written notice to Xxxxxxx.
12. COMPLIANCE WITH EMPLOYER'S RULES. Xxxxxxx agrees to comply with all of the
rules and regulations of DYCO.
13. RETURN OF PROPERTY. Upon termination of this Agreement, Xxxxxxx shall
deliver to DYCO all property which is DYCO's property or related to DYCO's
business (including keys, records, notes, data, memoranda, models, and
equipment) that is in Xxxxxxx'x possession or under Xxxxxxx'x control. Such
obligation shall be governed by any separate confidentiality or proprietary
rights agreement signed by Xxxxxxx.
14. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or on the third
day after being deposited in the United States mail, postage paid, addressed as
follows:
Employer:
DynEco Corporation
000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Employee:
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxx 00000
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
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15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
16. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
17. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.
EMPLOYER:
DynEco Corporation
By: ____________________________ Date: ______________________
G.R. Shell
Director
AGREED TO AND ACCEPTED.
EMPLOYEE:
________________________________ Date: ______________________
Xxxxxx X. Xxxxxxx
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