UNITED STATES PROPERTIES, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
February 18, 1997
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, #▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
As used in this Agreement, you are hereinafter called the
Employee, and we are hereinafter called the Employer.
You have indicated that you wish to be employed by us, and we
have indicated a willingness to employ you, under the terms and conditions
hereinafter set forth. It is therefore agreed as follows:
1. Employment. The Employer hereby employs the Employee and
the Employee hereby accepts employment upon the terms and conditions hereinafter
set forth.
2. Term. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement shall begin on March 1, 1997,
and shall terminate on February 28, 1999.
3. Compensation. For all services rendered by the Employee
under this Agreement, the Employer shall pay the Employee on hundred-fifty
thousand ($150,000.00) dollars per annum, payable in bi-weekly installments of
$5,769.23, during the full term of the Employee's employment. In addition, the
Employer shall pay the Employee 10% of the Employer's pre-tax profits above the
sum of $1,000,000 per each 12 month period earned by the Employer during the
term of this Agreement, as determined by the Employer's accountants in
accordance with generally accepted accounting principles, and such amounts of
incentive and bonus compensation under any present or future incentive or bonus
plan of the Employer as may in the judgment of its Board of Directors be deemed
appropriate. No compensation shall be payable to the Employer under any of the
following conditions: a) the Employee is in default under the terms of this
Agreement; b) the Employee resigns from the employ of the Employer; c) the
Employee is absent from his employment for a continuous period of more than four
(4) weeks; or d)the Employee is terminated for cause pursuant to paragraph 11 of
this Agreement. Compensation provided for herein is in lieu of all other
compensation and benefits. The Employee shall not be entitled to any health,
insurance, or other fringe benefits from the Employer except for such that the
Employee's Board of Directors deems appropriate in the future pursuant to formal
board resolution. In addition to the foregoing, the Employee is hereby granted
the option to purchase 22,500 share of the Employer's common stock pursuant to
paragraph 4 of the Employer's "Key Employee Incentive Stock Option Plan".
4. Duties. The Employee is engaged a President and Chief
Executive Officer of the Employer. The precise services of the Employee may be
extended or curtailed, from time to time, at the direction of the Employer. If
the Employee is elected or appointed a director of the Employer during the term
of this Agreement, the Employee will serve in such capacity without further
additional compensation, but nothing herein shall be construed as requiring the
Employer, or anybody else, to cause the election or appointment of the Employee
as such director. The Employee's job description is more particularly set forth
in Exhibit 1 annexed hereto.
5. Extent of services. The Employee shall devote his entire
time, attention, and energies to the business of the Employer, and shall not
during the term of this Agreement be engaged in any other business activity
whether or not such business activity is pursued for gain, profit, or other
pecuniary advantage.
6. Working facilities. The Employee shall be furnished with a
computer and such facilities and services in the City of New York as the
Employer may determine is suitable to the Employee's position and adequate for
the performance of the Employee's duties.
7. Disclosure of information. The Employee recognizes and
acknowledges that the Employer's confidential sales, brokerage, and marketing
methods, and the confidential list of the Employer's customers, suppliers, and
business contacts, as same may exist from time to time, are valuable, special,
and unique assets of the Employer's business. The Employee will not, during or
after the term of his employment, disclose the Employer's confidential sales,
brokerage, or marketing methods, or the confidential list of the Employer's
customers, suppliers, or business contacts, or any part thereof to any person,
firm, corporation, association, or other entity for any reason or purpose
whatsoever.
8. Expenses. Subject to the Employer's prior written approval,
the Employee may be authorized to incur reasonable expenses for promoting the
business of the Employer, including expenses for entertainment, travel, and
similar items. The Employer will reimburse the Employee for all such approved
expenses upon the presentation by the Employee, from time to time, of an
itemized account of such expenditures.
2
9. Vacations. The Employee shall be entitled each year to four
(4) weeks of vacation in accordance with the Employer's present or future
vacation program now or hereinafter in effect for executive personnel, during
which time the Employee's salary shall be paid in full.
10. Disability. Notwithstanding anything herein to the
contrary, the Employer may terminate this Agreement at any time after the
Employee shall be absent from his employment, for whatever cause, for a
continuous period of more than four (4) weeks, and all obligations of the
Employer hereunder shall cease upon any such termination.
11. Termination for Cause. The Employer may terminate this
Agreement without liability (other than for payments accrued to the date of
termination) if the Employee's employment is terminated "for cause". The term
"for cause" shall mean, for the purposes of this Agreement (i) a material breach
by Employee of the provisions of this Agreement, (ii) the commission by Employee
of a fraud against the Employer or the conviction of Employee for committing,
aiding, or abetting a felony, a fraud, a crime involving a moral turpitude or a
business crime, or (iii) the knowing possession or use of illegal drugs or
prohibited substances, unless pursuant to a prescription authorized by a
licensed medical practitioner, the excessive drinking of alcoholic beverages
which impairs the Employee's ability to perform his duties hereunder, or the
appearance (reasonably determined) during hours of employment of being under the
influence of such drugs, substances or alcohol.
12. Employee Covenants. The Employee further agrees as
follows:
(a) That it is a material inducement for the Employer to enter
into this Agreement that the Employee shall not compete with the Employer as
hereinafter provided. Accordingly, during this term of this Agreement, or any
extensions thereof, the Employee shall not (1) engage in any barter, brokerage,
sales, or sales promotion activity (whether or not resulting in the consummation
of such activities) that concerns products or services of the same or similar
type and use hereinbefore or hereafter sold, marketed, brokered, or bartered by
the Employer, when such sales, sales promotion, brokerage or bartering activity
directly or indirectly involves any solicitation effort by the Employee directed
to any prospective party which has dealt with the Employer at any time during
the term of this Agreement, or who dealt with the Employer at any time prior to
the execution of this Agreement, and (2) directly or indirectly, alone or as a
member of a partnership or as an officer, director, agent or employee of an
other person, firm or corporation, own, manage, operate, join, control, be
employed by, broker, or participate in the ownership, management operation or
control of, or be
3
connected in any manner with any business of developing, producing, brokering,
bartering, or marketing products or services which are competitive with the
business of the Employer.
(b) The Employee shall notify the Employer of business
contacts or improvements to the methods of the Employer developed by him during
the term of this Agreement. All such improvements or business contacts shall be
the exclusive property of the Employer.
(c) The Employee expressly agrees and acknowledges that any
breach or threatened breach by the Employee of paragraph 7, or of this paragraph
12, will cause irreparable damage to the Employer for which monetary damages
will be an inadequate remedy, and that the damages flowing from such breach are
not readily susceptible to be measured in monetary terms. Accordingly, in
addition to all of the Employer's rights and remedies under this Agreement,
including but not limited to the right of recovery of monetary damages from the
Employee, the Employer shall be entitled, and the Employee hereby consents to
issuance by any court of competent jurisdiction of temporary, preliminary and
permanent injunctions, without bond, enjoining any such breach or threatened
breach by the Employee. The Employee's sole remedy in the event of any
injunction or order shall be dissolution thereof, if warranted, upon duly held
hearing in a court of competent jurisdiction.
13. Waiver. No provisions of this Agreement shall be or be
deemed to be waived or modified unless the same be in writing and in each
waiver, if any, shall be a waiver only with respect to the specific instance
involved.
14. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of their respective heirs, legal representatives,
successors, and assigns of Employer and Employee.
Please be kind enough to confirm the foregoing by signing and
returning the enclosed copy of this Agreement, thereby making this Agreement a
binding legal agreement between us.
Yours truly,
United States Properties, Inc.,
Employer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
ACCEPTED AND AGREED:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Employee
4
POSITION RESPONSIBILITIES:
1. Manage USP by promoting and assuring success of USP's business goals:
a. The creation of a national network for the disposal of real estate and
other financial assets through corporate trading, cash investments of a
combination thereof.
b. The ability to make opportunistic cash investments related to the
disposal of real estate and other financial assets.
c. The sourcing of commodity trading opportunities which enhance the
ability of Active International to close transactions sourced by USP.
2. Work with ownership to establish key operating goals including: revenues,
expense targets, pre-tax profits, growth and related activities.
3. Manage all operating functions within USP to assure meeting operating goals.
a. Recommend/approve all staff changes/hires.
4. Create/Assist in the Creation of/Manage a nationwide commercial real estate
network to source transactions for investment/trade finance solutions.
a. Establish/help establish operating systems and working guidelines.
b. Set transaction success criteria.
c. Create/review national marketing presence including the preparation of
materials and managing media relations.
d. Manage/monitor transactions to assure timely closing.
5. Manage the interface with Active International as the sole source of any
trade finance structure brought to any real estate transactions sourced by USP.
Perform all functions necessary to assure timely closings to realize goals for
this segment of the business.
a. Work with AI's senior management and assigned salesman to assure timely
closing.
b. Interface with broker/client to assure trust and confidence in USP's
ability to close transactions in a timely manner.
6. Identify and assist in the sourcing of strategic trading opportunities which
expedite the closing of trade finance transactions with Active International
and which help meet key strategic business goals.
a. Manage interface with/monitor Trade Finance activities at Active: (sales,
commodity trading and new initiatives) and at Global Countertrade.
b. Screen initiatives and manage progress and performance of Active (in
short, avoid PECO-type confusion).
POSITION RESPONSIBILITIES
(Continued)
7. Source investment opportunities appropriate to USP business goals.
a. Source investment opportunities consistent with USP's business goals.
b. Recommend new initiatives/investments as appropriate to ownership which
enhance USP's ability to close transactions.