EXHIBIT 10.3
AGREEMENT
AGREEMENT MADE and effective as of the First day of June, 1995 by and
between THE ▇▇▇▇▇▇▇ CORPORATION, a Nevada corporation with its principal office
at Landmark Building, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
(hereinafter "Employer"), and ▇▇▇ ▇. ▇▇▇▇▇▇▇ residing at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter "Executive").
WHEREAS, Employer is in the business of developing and marketing health
related and/or various other consumer products for sale in the commercial
marketplace, television, mail order and network marketing; and
WHEREAS, Employer desires to assure the services of Executive for the
period in this Agreement and Executive is willing to serve in the employ of
Employer on a full-time basis for said period upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. EMPLOYMENT. Employer agrees to employ Executive and Executive agrees
to enter employ of the Employer for the period stated in Paragraph "3" hereof
and upon the other terms and conditions set forth herein.
2. POSITION AND RESPONSIBILITIES. During the period of his employment
hereunder, Executive agrees to serve as the President and/or Chief Officer
and/or Chairman of the Board of the Employer and to be responsible for the
general management of the business affairs of the Company, reporting directly to
the Board of Directors of the Employer ("the Board").
3. TERM OF EMPLOYMENT. The period of Executive's employment under this
Agreement shall be deemed to have commenced as of June 1st; 1995, and shall
continue for a period of ten (1 0) years until May 31st; 2005, and thereafter
from year to year as mutually agreed upon.
4. DUTIES. During the period of his employment hereunder and except for
illness, vacation periods and reasonable leaves of absence, Executive shall
devote substantially all his business time, attention, skill and efforts to the
faithful performance of his duties hereunder; provided, however, that the
foregoing shall not be construed to prevent Executive from acting as a Director
or Counsel of any other non-competing corporation or entity when such activity
does not materially affect the performance of Executive's duties to this
Agreement.
5.1 COMPENSATION. Employer shall pay Executive as compensation for his
services hereunder, during the first year of
this Agreement, (i) a minimum base salary of $125,000.00 per year, payable
weekly, or bi-weekly and (ii) such bonus or additional compensation as may be
awarded to Executive from time to time by the Board or by a committee designated
by the Board. Additionally, Executive shall be entitled to four (4) weeks paid
vacation per year. For each subsequent year of this Agreement, Executive's base
salary shall increase each year on January 1 by the lesser of (i) 20% of the
preceding year's base salary, or (ii) 2% of the increase in gross revenues of
the Employer over the gross revenues of the preceding calendar year. In either
event, the increase in base salary shall be payable as additional compensation
in two (2) equal installments, on March 1st; and September 1st; of each year, or
alternatively on a monthly basis.
5.2 ROYALTY COMPENSATION. Employer shall pay Executive an independent
monthly "founders" royalty in keeping with the existing agreement duly signed
with the product developers and patent holders (▇▇▇▇▇▇▇ ▇▇.▇▇.), for the
Exclusive Worldwide Rights of the Employer's cold therapy products, as was
negotiated by the Executive on behalf of the Employer. The royalty payable shall
be 5% (five per cent) of the Gross sales secured by the Employer, after outward
shipping costs and sales Broker fees have been deducted and shall be for a
period of ten (10) years from the date of this agreement.
5.3 NETWORK MARKETING COMPENSATION. Executive shall design and execute
a network marketing program on behalf of the Employer and shall be entitled to
be the "founder" of such program, with the top level position held in reserve
for the Executive. The Executive shall be entitled to share this position with
any person and/or entity the Executive deems suitable for the expansion and
benefit of the Employer.
6. REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse Executive
for all reasonable travel and other expenses incurred by Executive in
performance of his obligations under this Agreement. Employer further agrees to
provide and pay for a telephone line at Executive's residence to be utilized by
Executive for the business purposes of the Employer.
7. BENEFITS. Employer shall provide to Executive the following
additional benefits: (i) health and dental insurance for Executive and his
family members at least equivalent to the executive level program offered by
Blue Cross/Blue Shield, (ii) a term life insurance policy of $ 1,000,000 on
Executive's life with a beneficiary to be named by Executive, (iii) an
automobile owned or leased and maintained by the Company, plus fuel for business
purposes, insurance, tolls and parking and (iv) such profit sharing, stock
option, or retirement plans as may be adopted or offered to any employee by the
Employer or the Owner at any time during the term of this Agreement.
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8. DISABILITY BENEFITS. As used in this Agreement, the term
"disability" shall mean the total and complete inability of the Executive to
perform his duties under this Agreement as determined by an independent
physician selected with the approval of the Employer and the Executive. With the
exception of Clauses 5.2 and 5.3, which cannot be revoked, in the event of such
disability, the Employer shall continue to pay Executive the compensation set
forth in Paragraph "5" hereof during the period of such disability; provided,
however, that in the event the Executive is disabled for a continuous period in
excess of eighteen calendar months, the Employer may, at its election, terminate
this agreement in which event Executive shall be entitled to a lump-sum
termination payment of $250,000.
9. PAYMENTS PAYABLE UPON DEATH. With the exception of Clauses 5.2 and
5.3, which will continue to exist and will automatically be passed to the
Executive's beneficiaries, in the event of the death of Executive during the
term of this Agreement, all other compensation and benefits required to be paid
hereunder shall continue to be paid for a period of twelve (12) months to the
wife or dependent(s) of Executive, if surviving.
10.(a) TERMINATION AND EXTENSION. This Agreement may not be terminated
during its term by the Employer for any reason other than a material breach by
the Executive of the terms of this Agreement. Upon its expiration, this
Agreement shall be automatically renewed for additional one-year periods unless
Employer shall provide Executive with written Notice of Intent not to renew this
Agreement not less than three (3) months prior to the expiration of the initial
term or any extension term thereof.
10.(b) SEVERANCE. For whatever reason the Employer shall buy out the
remaining value of this contract, it shall pay to the Executive two years base
compensation, determined at the rate of the Executive's base rate, plus any
bonus plan payments that would have been accrued had the Executive remained as
an employee of the Employer. This provision applies regardless of the fact that
the Executive obtains new employment and such earning are not mitigated against
the remaining and severance values of this contract.
11. NOTICES. All notices, demands or communications hereunder shall be
in writing and unless otherwise provided, shall be deemed to have been duly
given on the first business day after United States mailing by certified mail,
return receipt requested, addressed to the parties at such address as they shall
advise from time to time.
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12. AMENDMENT. No modification, waiver, amendment or discharge of this
Agreement shall be valid unless the same is in writing and signed by each party
hereto.
13. SURVIVAL. The representations, warranties, covenants and
indemnifications contained herein shall survive the execution hereof and shall
be effective regardless of the expiration or termination hereof.
14. ENFORCEMENT. Severability. It is the desire and the intent of the
parties hereto that the provisions of this Agreement hereof be enforced to the
fullest extent permissible under the laws and public policy of the jurisdictions
in which enforcement is sought. Accordingly, if any particular portion or
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
the remaining portion or such provision or the remaining provisions of this
Agreement, or the application of such provision or portion of such provision as
is held invalid or unenforceable to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be effected thereby.
15. ASSIGNABILITY. Employee and the Executive agree that this Agreement
may be assigned to a corporation controlled by the Executive.
16. GOVERNING LAW AND VENUE. This Agreement shall be construed in
accordance with the laws of the State of Pennsylvania and any proceeding arising
between the Parties in any matter pertaining or relating to this Agreement shall
be held or brought in the Supreme Court of the State of Pennsylvania in and for
the County of Bucks.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the First day of June, 1995:
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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By: THE ▇▇▇▇▇▇▇ CORPORATION
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: EMPLOYEE
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
December 1, 1996
▇▇▇ ▇▇▇▇▇▇▇
c/o The ▇▇▇▇▇▇▇ Corporation
Landmark Building
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Guy,
As we have commenced to receive royalty payments, and you verbally
agreed to pass to me, 25% of the royalties you may receive from the company,
could you execute the following. Please have said royalty paid directly to me,
from The ▇▇▇▇▇▇▇ Corporation, rather than paid by you personally.
Your attention in this matter will be greatly appreciated.
Sincerely yours,
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇