EXHIBIT 10.1
EMPLOYMENT AGREEMENT - XXXXXXXX X. XXXXXXXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 5th day of August, 1999 between GO XXXXXXX.XXX,
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000, (the "Company:), and
Xxxxxxxx Xxxxxxxxxx, 00000 Xxxxx Xx. XX, Xxxxxx, XX 00000 (the "Executive").
WITNESSETH:
WHEREAS, the services of the Executive, his managerial and financial expertise,
and his knowledge of the affairs of the company are of great value to the
Company; and
WHEREAS, the Company deems it advantageous that it have the advantage of the
services of the Executive;
NOW THEREFORE, in consideration of the mutual provisions herein contained, the
parties agree as follows:
1. DUTIES: The Company hereby employs the Executive as its President and Chief
Executive Officer with the powers and duties in that capacity to be those powers
and duties customary to such positions in similar publicly held corporations,
and the Executive hereby accepts such employment.
2. TERM OF EMPLOYMENT: The period of employment under this agreement "Period of
Employment") shall be deemed to have commenced as of August 1, 1999 and shall
continue for a period of two (2) year thereafter as herein provided.
The Period of Employment shall continue unless and until is ceases or is
terminated sooner as provided in paragraph nine (9) ("Disability or Death"). The
Company will make no public announcement of the termination of the Employee's
employment without his prior consent until 30 days before the expiration of the
Period of Employment.
3. COMPENSATION AND FRINGE BENEFITS: The Executive shall receive the following
compensation for his services during the term of initial employment hereunder:
The Executive's base salary shall be one hundred eight thousand dollars
($108,000) per year, payable in bi-monthly installments due on the 1st and 15th
day of each month, reduced by applicable withholding for federal and statement
income taxes, FICA and other deductions required by law.
The base salary shall be adjusted annually to reflect the success of the Company
and Executive's individual performance. Annually, this base salary shall be
mutually agreed upon by Company and Executive. In the event the parties are
unable to agree upon a new base salary, for any calendar year, the base salary
shall automatically be adjusted from the previous years base salary to one
hundred twenty five thousand dollars ($125,000) per year, and the parties shall
arbitrate any further differences in accordance with section 11.
As further inducement, and in consideration of the Executive's acceptance of
this agreement, the Company shall pay an automobile allowance of up to five
hundred twenty five dollars ($525) per month and in addition shall pay the
insurance, operating expenses and any other out-of-pocket expenses relative to
the aforesaid automobile.
The Company agrees to hold the Executive harmless from any individual liability
as a result of the Company's prior obligation or liability, which liability or
obligations arose prior to August 1, 1999, no matter when the claim is asserted.
The Executive, if otherwise eligible, shall participate in any incentive
compensation plan, pension or profit-sharing plans, stock purchase o stock
option an, annuity or group insurance plan, an other benefits maintained by the
Company for its employees or Company's subsidiary employees. If the term of
initial employment hereunder terminates on a date other than the end of the
Company's fiscal year, the payment which the Executive receives
under the applicable executive bonus plan will be prorated based on the portion
of the fiscal year prior to the termination.
4. HEALTH INSURANCE: Company shall provide executive with individual, spouse and
dependent cover under the Company's Blue Cross Blue Shield group health
insurance plan, or a same or similar plan to the present plan which the Company
may subsequently adopt.
5. DISABILITY INSURANCE: Company shall provide Executive with individual or
group disability insurance protection insuring at least 60% of the base salary
to be paid to Executive under Section 3 of this agreement.
6. LIFE INSURANCE: Company shall provide Executive with life insurance on
Executive's life in an amount equal to two (2) times Executive's annual base
salary as provided in Section 3. Executive shall have the right to designate the
beneficiary under any and all such insurance policies on his life.
7. EXPENSE REIMBURSEMENT: The Company shall reimburse the Executive for all
expenses incurred by him in the performance of his duties hereunder as required
by the Board of Directors, including, but not limited to, transportation
expense, meals, accommodations, entertainment, and other expenses incurred in
connection with business of the Company, on the same basis as such expenses have
been paid in the Company.
8. STOCK OPTIONS: Company will grant to Executive one hundred thousand (100,000)
shares of the Company's common stock on the date of acceptance of this agreement
and an option for 100,000 additional shares at the closing bid price of the
common stock on the date of acceptance of this agreement. Stock options allowing
the purchase of one hundred thousand (100,000) shares shall be exercisable upon
acceptance of this agreement. Stock options to purchase an additional one
hundred thousand (100,000) shares shall be exercisable one hundred eighty (180)
days from acceptance of this agreement and upon approval by a majority vote of
the Board of Directors. In any event, said stock options shall be fully
exercisable three hundred sixty five (365) days from acceptance of this
agreement. Provided a lawful method exists, said stock options shall be
exercisable into free trading shares (via Company's qualified employee stock
option program). No event arising after acceptance of this agreement shall
terminate Executive's ownership of or right to exercise said stock options for a
period of five years from the date of acceptance of this agreement.
9. DISABILITY: In the event that the Executive shall be unable, or fail, to
perform services pursuant to this Agreement through illness or mental or
physical disability, and such failure or disability shall exist for any
consecutive six-month period, the Company shall have the option to terminate
this Agreement at any time that such disability or failure continues to exist by
giving written notice to the Executive. Termination under this section shall not
cause the Consultant to lose any ownership interest in either the common stock
or stock option granted to Consultant pursuant to Section 3 and Section 8 of
this agreement. The parties agree that the definition of "disability" shall be
that used under the Americans for Disabilities Act.
10. SEVERANCE: In the event that either party shall determine that this
agreement shall be terminated prior to its effective termination date, the
Company agrees to pay the Executive a severance payment of one years salary or
the salary prorated for the remaining months of the contract, whichever amount
shall be greater.
11. OFFICERS AND DIRECTORS LIABILITY COVERAGE: Company will provide for the
benefit of the Executive, "officers and directors insurance coverage" in an
amount not less than one million dollars.
12. ARBITRATION: Any controversy or claim arising out of or relating to this
Agreement or a claimed breach thereof, shall be settled by arbitration in
accordance with the voluntary Labor Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. In reaching his or her
decision, the arbitrator shall have no authority to change, add or modify any
provision of this agreement.
13. NOTICES: Except as otherwise provided in this agreement, all notices to be
given under this agreement shall be in writing and shall be deemed to have been
duly given, if mail, certified mail, postage prepaid, United States mail, to the
party to be notified at is address set forth as follows:
If to Company:
XX.XXXXXXX.XXX
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
If to Executive:
Xxxxx X. Xxxxxx & Associates
0000 X. Xxx. 000, Xxxxx 000X
Xx. Xxxxx Xxxx, XX 00000
Any party may change its address by giving notice in the aforesaid manner to the
other parties, and ten (10) days after giving such notice, such party's address
shall be deemed to have been changed.
14. CAPTIONS, HEADINGS OR TITLES AND GENDER REFERENCES: All captions, headings
or titles in the paragraphs or sections of this agreement are inserted for
convenience of reference only and shall not constitute a part of this agreement
nor operate as a limitation of the scope of the particular paragraphs or
sections to which they apply. As used herein, reference to any Article,
Paragraph, Section, Subparagraph or Subsection shall, be only with reference to
an article, paragraph, section, subparagraph or subsection of this agreement
unless specifically indicated otherwise. Where appropriate, the masculine gender
may be read as the feminine and the neuter gender, the feminine gender may be
read as the masculine gender or the neuter gender and the neuter gender may be
read as the masculine gender or the feminine gender.
15. SEVERABILITY: Whenever possible, each provision of this agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule in any jurisdiction, such
provision will be ineffective only to the extent of such invalidity, illegality
or unenforceability in such jurisdiction without invalidating the remainder of
this agreement in such jurisdiction or any provision hereof in any other
jurisdiction.
16. COMPLETE AGREEMENT: This writing includes the entire agreement between the
Company and Executive regarding this employment agreement. This agreement can
only be modified with another written agreement signed by a duly authorized
officer of the Company and Executive.
17. GOVERNING LAW: This agreement has been entered into in the State of
Minnesota, and the validity, interpretation and legal effect shall be governed
by the laws of the State of Minnesota that are applicable to contracts entered
into and performed entirely within the State of Minnesota. The Minnesota courts
(state and federal), only, will have jurisdiction over any controversies
regarding this agreement; any action be brought in those courts, in Hennepin
County, and not elsewhere.
IN WITNESS WHEREOF, the Company has caused this agreement to be executed by its
duly authorized officer, and the Executive has hereunder set his signature as of
the day and year first above written.
/s/ Xxxxx X. Xxxxxx
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By: Xxxxx X. Xxxxxx
Chairman of the Board of Directors
/s/ Xxxxxxxx Xxxxxxxxxx
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By: Xxxxxxxx Xxxxxxxxxx
Executive
