1
EXHIBIT 10.30
April 3, 1997
Xx. Xxxxxxx X. Xxxxxxx
00000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Letter Agreement
Dear Xxxxxxx:
The purpose of this Letter Agreement is to set forth the terms of your
proposed employment as Vice President/Controller of RentX Industries, Inc.
("RentX"). Your compensation package will include the following:
Base Salary: $80,000 (Annually);
Bonus: 35% of Base Salary, assuming the annual budgeting
goals of RentX are satisfied and your performance
is fully effective (with $25,000 of that amount to
be guaranteed for the first year upon your
completion of 1 year of employment);
Car Allowance: $250 / month;
Options: Option to purchase 2,500 shares of common stock in
RentX pursuant to RentX's "Non-Qualified Employee
Stock Option Plan" which Option rights will vest at
the rate of 20% per year; and
Benefits: You will be entitled to participate in all employee
benefit programs customarily offered to RentX's
associates, including medical, dental and optical
insurance, at minimal cost to you.
The term of your employment will be one (1) year from and after the
effective date of this Letter Agreement (subject to termination prior to the
expiration of such term "For Cause," as defined below), and your employment
will, thereafter, be "at-will." If you voluntarily terminate your employment
with RentX prior to the expiration of one (1) year from and after the date of
this Letter Agreement, you agree to pay to RentX, within sixty (60) days
thereafter, the sum of $33,000.
"For Cause" termination shall exist in the event your employment is
terminated for any of the following: willful violation of this Letter
Agreement, commission of a felony or crime involving moral turpitude, theft,
dishonesty, intoxication in the workplace, actual or attempted possession, sale
or use of illegal items or substances, damaging or destroying RentX's property,
engaging in threatening, abusive, harassing or unlawful behavior to or with any
employee or customer of RentX or any agent maintained by RentX, negligence in
the exercise of your authority or performance of your duties hereunder,
willfully failing to discharge your responsibilities hereunder, engaging in any
other activity which may be contrary to the best interest of RentX or its
business, or soliciting any other person or partake in any of the foregoing.
You acknowledge that RentX's business is intended to be nationwide, and
that any activity engaged in by you hereunder which competes with the business
operations of RentX would unfairly damage RentX. You therefore agree to
refrain, within the United States of America, from competing with RentX,
directly or indirectly, in the business currently conducted by RentX, from
soliciting the employees of RentX to leave their employment, and from
disclosing any "Confidential Information" (as defined below) of RentX, its
affiliates, suppliers, employees or customers. You agree to refrain from
directly or indirectly disclosing to any person or entity all or any portion of
such Confidential Information (or any use made by RentX thereof) except to the
extent that the
2
Letter Agreement
April 3, 1997
Page 2
same becomes generally known to the public by any means other than via breach
of this or a similar non-disclosure covenant, or to the extent you are required
to do so by applicable law, regulation or order of a governmental agency or
court of competent jurisdiction. This provision will survive during the term
of your employment and thereafter for a period of 1 year in all instances.
Notwithstanding the foregoing, this Letter Agreement will not prohibit you
from: "beneficially owning" (as that term is used in Section 13d-3 of the
Securities Exchange Act of 1934, as amended, "the Exchange Act") not more than
1% of the equity securities of any business registered under the Exchange Act.
The parties to this Letter Agreement intend that the covenant contained in this
paragraph be deemed a series of separate covenants made by you, one for each of
the United States.
As used in this Letter Agreement, the term "Confidential Information"
means information, observations, inventions, and data, whether disclosed to you
prior to or after the date of this Letter Agreement, concerning the
equipment/party rental business, the business of RentX, or any business
operation investigated or targeted for acquisition by RentX, including without
limitation, any customer(s), customer lists, supplier(s), supplier lists,
financial information, credit information, or employee lists, policies or
programs of the same. You acknowledge that such information is proprietary to
RentX, essential to the conduct of RentX's business, and constitutes a trade
secret of RentX.
Except with respect to any breach by you of the covenants of non-
competition and non-disclosure set forth above, which breach(es) would result
in irreparable damage to RentX, and for which RentX may immediately seek
temporary and permanent court orders enjoining the same, any disputes with
respect to the provisions of this Letter Agreement will be submitted to
confidential arbitration before a single arbitrator appointed by the American
Arbitration Association located in Denver, Colorado. The decision of the
arbitrator will be final and binding, judgment on any award thereof may be
entered in any court of competent jurisdiction, and the prevailing party shall
be entitled to recover from the non-prevailing party all costs (including
attorneys' fees) incurred in connection therewith. BY SIGNING BELOW, YOU
VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVE ANY RIGHTS YOU MAY OTHERWISE
HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY
TRIAL. THIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY
ENFORCEABLE.
If any provision of this Letter Agreement is determined to be invalid,
illegal or unenforceable in any respect, such provision will be automatically
modified only to the extent necessary to make it enforceable. If such
provision cannot be so modified, the same shall be stricken, and this Letter
Agreement will remain enforceable as to the remainder of its provisions, as if
the stricken provision had never been included.
This Letter Agreement constitutes the entire agreement with respect to
your employment with RentX. It is intended to constitute a mutual and binding
contract between the undersigned parties, and there are no other written or
verbal agreements between the undersigned with respect thereto. This Letter
Agreement may be executed in multiple counterparts, each of which will be
deemed an original, but all of which together shall constitute but one
agreement. Facsimile signatures will be acceptable as originals for all such
purposes.
If the foregoing meets with your approval, please sign in the space
provided below and return it to me via facsimile at (000) 000-0000. Feel free
to call me at 000-0000 if you have any questions.
3
Letter Agreement
April 3, 1997
Page 3
Xxxxx, we are excited to have you join the RentX team, and I look
forward to working with you.
RentX Industries, Inc.
By: /s/ XXXXX XXXXXXXXX 4/3/97
---------------------------
Xxxxx Xxxxxxxxx,
President and C.E.O.
Acknowledged and Agreed:
/s/ XXXXXXX X. XXXXXXX 4/3/97
-----------------------------------
Xxxxxxx X. Xxxxxxx