EMPLOYMENT AGREEMENT (Project Development Coordinator)
Exhibit 10.5
(Project Development Coordinator)
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 7th day
of November, 2005, by and between CARDINAL ETHANOL, LLC (“Cardinal”) and XXXXXX X. XXXXXXXXX
(“Xxxxxxxxx”)/
WHEREAS, CARDINAL intends to develop, finance and construct an ethanol plant (the “Project”),
and
WHEREAS, Xxxxxxxxx has valuable business experience,
WHEREAS, CARDINAL wishes to employ Xxxxxxxxx in connection with the Project, and Xxxxxxxxx
desires to accept such employment by CARDINAL, upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Employment. CARDINAL hereby employs Xxxxxxxxx to provide ethanol project
development services as determined by CARDINAL (the “Services”) and Xxxxxxxxx hereby accepts such
employment upon the terms and conditions hereinafter set forth.
2. Term; Termination. The term of employment under this Agreement shall commence
effective November 11, 2005 and shall continue, unless terminated as provided herein, until
November 11, 2006. The Agreement shall renew for a one year term unless otherwise terminated.
Either party may terminate this Agreement at any time during the initial term or renewal term, with
or without cause, upon delivery of oral or written notice to the other party indicating an
intention to terminate the Agreement. In the even either party exercises its right to terminate
this Agreement, Xxxxxxxxx shall be entitled to payments for Services actually rendered and
completed prior to such notice to terminate. This Agreement shall automatically terminate upon the
death or permanent disability of Xxxxxxxxx.
3. Compensation. For all services rendered to CARDINAL during the term of this
agreement, Xxxxxxxxx shall be paid an annual salary of $50,000.00, which shall be paid in
accordance with CARDINAL’s normal payroll practices on a biweekly basis.
4. Confidentiality. In providing Services hereunder, Xxxxxxxxx may have access to
documents and information relating to CARDINAL and its properties and business operations
(hereafter referred to as “Confidential Information”). All such Confidential Information shall at
all times during the term of this Agreement and for a period of two (2) years thereafter, be
treated as confidential and sensitive proprietary business information. Xxxxxxxxx shall not,
unless compelled by legal process, except in accordance with the express terms of this Agreement
shall not, unless compelled by legal process, except in accordance with the express terms of this
Agreement or with the prior written consent of CARDINAL, disclose or permit the disclosure of any
Confidential Information to any person or entity whatsoever, unless such information is otherwise
readily available in the public domain.
5. Covenant Not to Compete. During the period of this Agreement and for a period of
twelve (12) months commencing as of the effective date of the termination of this Agreement (the
“Non-competition Period”), Xxxxxxxxx shall not, directly or indirectly, by or for herself or
through others as her agent:
| a. | work for, promote or sell anywhere within one hundred (100) miles of any business location of CARDINAL (the “Territory”) any business which is similar to or directly in |
| competition with the Business of CARDINAL as then being conducted by CARDINAL; or | |||
| b. | own, manage, operate, control, participate in, rendered advice to, or have any right to or interest in any other business which provisions products or services anywhere in the Territory which compete in any way with the Business of CARDINAL as then being conducted by CARDINAL. |
6. Related Services and Compensation. Nothing in this Agreement shall prohibit
Xxxxxxxxx from otherwise serving as an officer or director of CARDINAL during or following the term
of this Agreement and receiving and accepting compensation or reimbursements related to her
services as an officer or director.
7. Covenant Not to Solicit. Xxxxxxxxx further agrees that Xxxxxxxxx shall not,
directly or indirectly, either for herself or any other person, firm or corporation:
| a. | call upon, solicit, divert, take away or accept business from any of the customers or suppliers of CARDINAL in connection with any ethanol production enterprise, or | ||
| b. | solicit for employment, retain or employ or become employed by any past or present employee of CARDINAL, or request, induce or advise any employee to leave the employ of or cease affiliation with CARDINAL in connection with any ethanol production enterprise. |
8. Miscellaneous. Except as otherwise provided herein, any and all notices and
reports required or contemplated hereunder shall be in writing and shall be sent in a commercially
reasonable manner under the circumstances, addressed to the parties at their respective addresses.
This Agreement shall be governed by and construed in accordance with Indiana law, and shall not be
modified except in a writing signed by the parties. This Agreement is binding upon the parties and
their heirs representatives, agents, successors and permitted assigns. Neither this Agreement or
any parties’ rights, duties, responsibilities or obligations shall be assigned by either party, in
whole or in part, without the prior written consent of the other party hereto. If any provision
herein is held to be invalid or unenforceable in whole or in part, the remaining provisions shall
not be affected. No omission or delay by either party in enforcing any right or remedy or in
requiring any performance hereunder shall constitute a waiver of any such right, remedy or required
performance, nor shall it affect the right of either party to enforce such provision thereafter.
The headings contained herein are for convenience only and shall not be considered in interpreting
or construing this Agreement. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have duly executed this EMPLOYMENT AGREEMENT as of the
date first above written.
| CARDINAL ETHANOL, LLC | XXXXXX X. XXXXXXXXX | |||||||
By:
|
/s/ Xxxx Xxxxxxxx
|
/s/ Xxxxxx X. Xxxxxxxxx
|
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| Its: Chariman | ||||||||
