PUBLIC COMPANY MANAGEMENT CORPORATION EMPLOYMENT AGREEMENT
PUBLIC
COMPANY MANAGEMENT CORPORATION
This
Employment Agreement (the “Agreement”), entered into this 1st day of November,
2006 (the “Effective Date”), BY and BETWEEN Public Company Management
Corporation (the “Company”), a Nevada corporation, whose address for this
Agreement is ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
CPA, (the “Employee”), whose mailing address for this Agreement is ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
A.
The
Employee will be one of the key executives of the Company and has experience
in
several areas of business of which the Company is involved.
B.
The
Company wishes to employ the Employee as Treasurer and Chief Financial Officer
(hereinafter defined as CFO) to serve as the principal financial officer and
principal accounting officer and the Employee wishes to provide these officer
services to the Company in the capacity of the same.
THEREFORE,
in consideration of the recitals, the following representations and covenants
and the payment of one dollar made by each party to the other, the receipt
and
sufficiency of which is acknowledged by each party, the parties agree on the
following terms:
1.0
ENGAGEMENT
AND DURATION
1.1
The
Company hereby engages the services of the Employee for the position CFO of
the
Company, and the Employee hereby accepts such engagement and agrees to perform
the services to the best of his ability and in accordance with terms and
conditions of this Agreement.
1.2
The
Company shall employ the Employee for a term commencing on the Effective Date
and expiring on October 31, 2007 (the “Term”). Mutually agreeable extensions by
both parties will be accepted per agreement of both parties and compensation
milestones set forth in subsection 3.2.1 will extend into any extension or
ongoing future employment agreement if they have yet to be fulfilled.
2.0
DUTIES
2.1
The
Employee shall, pursuant to this Agreement, perform all duties customarily
performed by an Employee with like titles and positions of a small,
publicly-held corporation engaged in a business similar to the Company’s
business, which includes, but is not limited to the following:
1
| (a) |
Financial
and Accounting Oversight - Maintain the Company’s disclosure controls and
procedures (as defined below) and internal control over financial
reporting; assist in evaluating the effectiveness of the Company’s
disclosure controls and procedures as of the end of each fiscal quarter
and the effectiveness of the Company’s internal control over financial
reporting as of the end of each fiscal year; assist in evaluating any
change in the Company's internal control over financial reporting,
that
occurred during each of the fiscal quarters that has materially affected,
or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; evaluate, design and coordinate
accounting functions for the Company; communicate with the Board of
Directors or Audit Committee, if applicable, or both regarding the
Company’s disclosure controls and procedures, internal control over
financial reporting or any changes or revisions thereto; and establish
financial policies and procedures for the Company. The term disclosure
controls and procedures means controls and other procedures of the
Company
that are designed to ensure that information required to be disclosed
by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported, within the time periods specified
in
the Securities and Exchange Commission's rules and forms including,
without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports
that it
files or submits under the Exchange Act is accumulated and communicated
to
the Company’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as well
as
the Board of Directors, or Audit Committee, if applicable or both and
the
Company’s principal independent accountants as appropriate to allow timely
decisions regarding required disclosure. The term internal control
over
financial reporting means a process designed by, or under the supervision
of, the Company's principal executive and principal financial officers,
or
persons performing similar functions, and effected by the Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of
financial statements for external purposes in accordance with generally
accepted accounting principles (“GAAP”) within the United States and
includes those policies and procedures that (i) pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect
the
transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to
permit
preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and
(iii)
provide reasonable assurance regarding prevention or timely detection
of
unauthorized acquisition, use or disposition of the Company's assets
that
could have a material effect on the financial
statements.
|
2
| (b) |
Financial
Management - direct the Company’s overall financial plans and accounting
policies, designs and coordinate financial management, accounting and
statistical data and reports as required to measure the Company’s
financial performance; oversee all financial functions including
accounting, budget, credit, insurance, tax and treasury; analyze current
and projected cash balances and invests available funds to maximize
income
within guidelines established by the Board of Directors; coordinate
the
budget process for operating and capital budgets to provide an effective
planning and performance measurement tool; direct and manage the financial
programs and supporting information systems of the Company to include
budgeting, receipt of revenue, expenditure of funds and conservation
of
assets; establish and maintain financial records systems in accordance
with GAAS and accounting principles; coordinate the preparation of
financial statements, financial reports, special analyses and information
reports; develop, implement, interpret and coordinate the application
of
finance, accounting, billing and audit procedures; provide strategic
consultation and representation to management on financial issues,
to
include financial analysis and projections, cost identification and
allocation, and revenue and expense analyses; provide consultative
support
to management in planning initiatives, through management and financial
information analyses, reports and recommendations; establish and implement
short- and long-range organizational goals, objectives, policies, and
operating procedures; monitor and evaluate operational effectiveness;
effect changes needed for improvement; develop and direct the
implementation of strategic business and/or operational plans, projects,
programs, and systems, as appropriate to the objectives of the Company;
provide strategic and operational direction to the Company’s finance and
accounting departments; assist CEO in establishing financial strategic
objectives and operating policies and procedures to ensure attainment
of
corporate objectives; evaluate results within business to determine
if
financial objectives are being met; and responsible for the direction
of
the following functions: finance, accounting, bonding, risk management,
project controls and information
technology.
|
| (c) |
Financial
Due Diligence of Clients - Perform due diligence reviews of financial
information of current and potential clients of the Company; conduct
pre-client business qualification screening and financial forecasting;
and
negotiate and develop consulting services and other contracts with
clients.
|
2.2
The
Employee shall use his best efforts to promote the interests of the Company
and,
to the extent necessary to discharge the responsibilities assigned to the
Employee, perform faithfully and efficiently such responsibilities.
2.3 Employee
agrees to devote approximately 4 hours a day toward his duties and the Company
acknowledges that Employee will have time-conflicting obligations as they relate
to his employer, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chtd, dba ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, CPAs and
Consultants. Employee will use his best efforts to balance his obligations
to
the Company pursuant to this Agreement and his obligations to ▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, CPAs and Consultants.
3
2.4 The
Employee shall report directly and only to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇.
2.5 The
Employee shall primarily perform his duties offsite in Las Vegas, Nevada or
while traveling, yet he will also make a best effort to work at the Company’s
office at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ for approximately three
days per month or, during the periods beginning as of the end of each fiscal
quarter or the end of the fiscal year and ending on the date that the respective
periodic report is filed under the Exchange Act, such number of additional
days
per month that may be reasonably necessary for timely filing of such reports,
or
at such other location as shall be approved by the Company’s board of
directors.
2.6 The
Employee will, subject to the terms of this Agreement, comply promptly and
faithfully with the Company’s reasonable instructions, directions, requests,
rules and regulations as may be expected of a part-time employee. The Company
shall not be deemed to have waived the right to require the Employee to perform
any duties hereunder by assigning the Employee to any other duties or services
or by assigning another individual to perform the duties of the Employee.
2.7
In
the
event of a change of control of the Company, the Employee shall continue to
serve the Company in the same capacity and have the same authority,
responsibilities and status as he had as of the date immediately prior to the
change of control. Following a change of control, the Employee’s services shall
be performed at such location as may be mutually agreed upon between the Company
and the Employee. For the purposes of this Agreement, a “change of control”
shall be deemed to have occurred when:
| (a) |
a
person other than the current control person of the Company becomes
a
control person; or
|
| (b) |
a
majority of the directors elected at any annual or special general
meeting
of shareholders of the Company are not individuals nominated by the
Company’s then-incumbent board of
directors.
|
3.0
REMUNERATION
AND BENEFITS
|
3.1
|
Cash
Salary, Stock Compensation and Signing
Bonus
|
The
Employee shall initially receive $2,000 per month for his services during the
Term of this Agreement (“Cash Salary”). During the Term of this Agreement, the
Employee will also receive an aggregate of 120,000 S-8 Shares (as defined below)
of common stock of the Company (“Stock Compensation”) which shall accrue monthly
in equal amounts of 10,000 shares per month and are payable quarterly. Employee
received 25,000 shares of the Company’s common stock as a signing
bonus.
4
3.2
Compensation
Milestones and Bonuses
3.2.1
If
during
the Term of this Agreement the milestones listed below are met, the Employee
shall receive the amount of shares of restricted and/or registered common stock
of the Company as a bonus (the “Stock Bonus”) as listed after each milestone:
| § |
Per
quoted or listed company: 25,000 shares of the Company’s common stock
which will be restricted shares within the meaning of Rule 144 of the
Securities Act of 1933, as amended (“Restricted
Shares”);
|
| § |
Any
new funding/financing received by the Company from unaffiliated parties
introduced to the Company by the Employee: 40,000 shares of which 50%
will
be Restricted Shares and 50% will be registered on Form S-8 and bear
a
legend regarding the Employee’s status as an affiliate within the meaning
of Rule 144 (“S-8 Shares”);
|
| § |
The
Company files a Form 10-KSB for the Term on or before the 40th day
after
the end of its fiscal year: 35,000 Restricted
Shares;
|
| § |
The
Company files a Form 10-QSB during the Term on or before the 25th day
after the end of the fiscal quarter: 10,000 Restricted
Shares;
|
| § |
Delivery
of the completed and up-to-date QuickBooks file of the Company to the
Company’s management delivered on or before the 5th day after the end of a
month: 1,500 Restricted Shares;
|
| § |
Billing
software installed, managed and in operation for two full quarters:
5,000
Restricted Shares;
|
| § |
Monthly
reporting for job costing and actual or pro forma invoices distributed
to
all active and slow performing clients on or before the 5th day after
the
end of the month: 1,500 Restricted
Shares;
|
| § |
The
Company’s common stock trades on the American Stock Exchange (the “Amex”),
the National Association of Securities Dealers Automated Quotation
System
(the “NASDAQ”), the New York Stock Exchange (the “NYSE”) (or any successor
to such entities) or any other national securities exchange: 25,000
Restricted Shares;
|
| § |
The
Company’s net realized cash income is $1,000,000 or more during the fiscal
year ending September 30, 2007, or during any interim period beginning
after the Effective Date and ending prior to September 30, 2007: 85,000
shares, of which 50% will be Restricted Shares and 50% will be S-8
Shares.
|
The
Stock
Bonus pursuant to this subsection 3.2.1 is payable quarterly. For purposes
of
this subsection 3.2.1, the term “publicly traded companies” means any existing
or new client of the Company whose common stock is not cleared for quotation
on
the over-the-counter Bulletin Board, the NASDAQ, the Amex or the NYSE as of
the
Effective Date, but such common stock becomes cleared for quotation on any
one
of such quotation systems or exchanges during the Term of this
Agreement.
5
3.3
Reimbursement
of Expenses
3.3.1
The
Company shall reimburse the Employee for all reasonable expenses incurred by
the
Employee in the performance of his duties pursuant to this Agreement upon the
Employee providing the Company with receipts for such expenses. Such
reimbursable expenses shall not include customary day-to-day office expenses,
including but not limited to copies, faxes, and office supplies.
3.3.2
The
Company shall reimburse Employee during the Term of this Agreement up to an
aggregate of $4,000 of the costs to establish and/or maintain one or more trusts
within or outside of the United States for the Employee’s asset protection
purposes.
3.4
Paid
Time Off and Other Benefits
3.4.1
Employee
will be entitled to six weeks of paid time off during the Term of this
Agreement. All Cash Compensation, Stock Compensation and Stock Bonus provided
for in this Agreement shall accrue during Employee’s paid time off and continue
to be payable as provided for in this Agreement.
3.4.2 In
addition to any other compensation or benefits to be received by the Employee
pursuant to this Agreement, the Employee shall be entitled to participate in
all
Employee benefits which the Company may from time to time provide to its key
officers, employees and/or consultants.
3.5
Indemnification
3.5.1
The
Company shall to the fullest extent permitted by law or as set forth in the
Articles of Incorporation, and any future amendments, and the Bylaws of the
Company, indemnify, defend and hold harmless Employee from and against any
and
all claims, demands, proceedings, liabilities, damages, losses and expenses
(including attorney's fees, court costs and disbursements) arising out of the
fact that he is or was serving as Employee of the Company, or the performance
of
his duties hereunder except in the case of Employee’s gross negligence, willful
misconduct, criminal conduct or violations of law.
3.6
Insurance
3.6.1
In
the
event that the Company obtains director or officer insurance covering any person
during the Term of this Agreement, the Company will also take reasonable
measures to obtain such insurance covering Employee.
6
3.7
Taxes
3.7.1
Employee
shall be responsible for the payment of all taxes to the Internal Revenue
Service as well as any taxes payable in the United States including taxes
payable to any state or local jurisdiction. Employee indemnifies the Company
with respect to the payment of any and all taxes owing and due for Cash
Compensation, Stock Compensation or Stock Bonus.
4.0
RESTRICTIVE
COVENANTS
4.1
Non-Competition
4.1.1
During
the Term of this Agreement and for three months following termination of this
Agreement as provided in section 5.0 hereof, the Employee shall not directly
or
indirectly:
| (a) |
own,
operate, manage, control, invest, participate in any manner or have
any
interest in;
|
| (b) |
act
as an officer, director, agent, employee, advisor or consultant of;
or
|
| (c) |
assist
in any way or in any capacity, any person, firm, association, partnership,
corporation or other entity which is,
|
a
business that is the same or substantially similar to and/or competes with
the
business then engaged in by the Company (the “Competitive Entity”) anywhere in
the United States (the “Territory”).
4.1.2
The
restriction set out in subsection 4.1.1(a) above shall not apply to the
collective, direct or indirect, ownership of Employee and his associates (as
such term is defined in Regulation 14(A) promulgated under the Exchange Act,
as
in effect on the date first written above) of less than an aggregate of ten
(10%) of the securities of any Competitive Entity, but only if such investment
is of a totally passive nature and does not involve Employee devoting time
to
the management or operations of such Competitive Entity and Employee is not
otherwise involved in the business of such Competitive Entity.
4.1.3
The
Employee acknowledges that the restrictions contained in this subsection 4.1
are
reasonable; however, in the event that any court should determine that any
of
the restrictive covenants contained in subsection 4.1.1 or 4.1.2 of this
Agreement, or any part thereof, are unenforceable because of the duration of
such provision or the area covered thereby, such court shall have the power
to
reduce the duration or area of such provision and, in its reduced form, such
provision shall then be enforceable and shall be enforced.
7
4.1.4
Nothing
in this section 4.0 shall restrict or preclude Employee from engaging in any
manner in the business of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, CPAs and Consultants as
conducted by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, CPAs and Consultants as of the Effective
Date.
4.2
Delivery
of Records
4.2.1
Upon
the
termination of the Employee’s employment with the Company, the Employee will
deliver to the Company all books, records, lists, brochures and other property
belonging to the Company or developed in connection with the business of the
Company.
4.3
Confidentiality
4.3.1
The
term
“Confidential Information” means any and all information concerning the business
of the Company which the Employee may receive or develop as a result of his
employment. All documents, procedures, policies, programs, reports, plans,
proposals, technical information, know-how, systems and other information unique
to the Company, its customers or principals, received or developed by the
Employee are the property of the Company and/or such parties. The Employee
shall
not make any unauthorized disclosure or use of and shall use his best efforts
to
prevent publication or disclosure or use of Confidential
Information.
4.3.2
The
Employee acknowledges that any unauthorized disclosure or use of Confidential
Information by the Employee may result in material damages to the Company and
consents to the issuance of an injunction or other equitable remedy to prohibit,
prevent or enjoin unauthorized disclosure or use of Confidential Information
by
the Employee.
4.3.3 Except
as
authorized by the Company, the Employee will not:
| (a) |
duplicate,
transfer or disclose nor allow any other person to duplicate, transfer
or
disclose any of the Company’s Confidential
Information;
|
| (b) |
use
the Company’s Confidential Information without the prior written consent
of the Company; or
|
| (c) |
incorporate,
in whole or in part, within any domestic or foreign patent application
any
proprietary or Confidential Information disclosed by the
Company.
|
4.3.4
The
Employee will safeguard all Confidential Information at all times so that it
is
not exposed to or used by unauthorized persons, and will exercise at least
the
same degree of care to protect all Confidential Information whether or not
developed by the Employee.
8
4.3.5 The
restrictive obligations set forth above shall not apply to the disclosure or
use
of information which:
| (a) |
is
or later becomes publicly known under circumstances involving no breach
of
this Agreement by the Employee;
|
| (b) |
is
already known to the Employee at the time of receipt of the Confidential
Information from the Company;
|
| (c) |
is
lawfully made available to the Employee by a third party having the
right
to disclose it to Employee without violation of any obligation to the
Company; or
|
| (d) |
is
required to be disclosed by the Employee pursuant to legal process
(e.g.,
a subpoena), provided that Employee notifies the Company immediately
upon
receiving or becoming aware of the legal process in
question.
|
4.3.6
If
the
Employee contends that any such information disclosed to him by the Company
is
in the public domain or was in the possession of the Employee prior to such
disclosure and not under an obligation of confidence, the Employee will, within
ten days of receipt by the Employee of such disclosure give written notice
of
such contention to the Company, which written notice shall include a complete
identification of the information in question and the derivation thereof,
including particulars of any contract in which the Employee or any other person
has made use of such concept or information. If the Employee has not within
ten
days of receipt by the Employee of such disclosure given such written notice
to
the Company, then it shall be conclusively presumed that all information
communicated by the Company to the Employee concerning the development
originated with the Company and constitutes secret and confidential information
and know-how.
4.3.7 The
Employee hereby certifies that he has not brought and will not bring with the
Employee to the Company or use while performing his Employee duties for the
Company any materials or documents of a former employer of the Employee which
are not generally available to the public except the know-how to which the
right
to use has been duly licensed to the Company by such former employer. The
Employee understands that while employed by the Company, the employer is not
to
breach any obligation of confidence or duty and the Employee agrees that he
will
fulfill all such obligations during his employment with the
Company.
4.3.8
No
patent
right or licenses are guaranteed by this Agreement and patent rights or licenses
now or developed during the Term of this Agreement are the property of the
Company. The disclosure of Confidential Information under this Agreement shall
not result in any obligation for either party to grant any rights in its patent
rights or confidential information, and no other obligations of any kind are
assumed by or implied against either party, except for those stated in this
Agreement.
9
4.3.9 The
provision of section 4.3 shall survive the termination of this
Agreement.
5.0
TERMINATION
5.1 The
Company may terminate the Employee’s employment under this Agreement at any time
upon the occurrence of any of the following events:
| (a) |
the
Employee acting unlawfully, dishonestly, negligently, incompetently
or in
bad faith;
|
| (b) |
the
conviction of the Employee of a felony;
|
| (c) |
the
Employee becoming permanently disabled or disabled for a period exceeding
90 consecutive days or 90 days calculated on a cumulative basis during
the
Term of this Agreement;
|
| (d) |
the
breach or default of any term of this Agreement by the Employee if
such
breach or default has not been remedied to the reasonable satisfaction
of
the Company within 14 days after written notice of the breach or default
has been delivered by the Company to the Employee;
or
|
| (e) |
at
the will of the Company, upon 30 days written notice to the Employee
by
the Company upon a decision by the Company’s President, which decision
shall be in the President’s sole
discretion.
|
5.2 The
Employee may terminate his obligations under this Agreement:
| (a) |
at
any time after the expiring of 120 days of the date on which there
is a
change of control, as described in subsection 2.7 of this Agreement
or the
Company has a successor as described in subsection 14.1 of this Agreement;
|
| (b) |
upon
the default or breach of any term of this Agreement by the Company
if such
breach or default has not been remedied or is not being remedied to
the
reasonable satisfaction of the Employee, within 14 days after written
notice of the breach or default has been delivered by the Employee
to the
Company; or
|
| (c) |
at
the will of the Employee, upon 30 days written notice to the Company
by
the Employee.
|
5.3
In
the
event of the termination of the Employee's employment under this Agreement,
Employee will be entitled only to the Cash Compensation, Stock Compensation
and
Stock Bonus earned by Employee hereunder as of the date of such termination.
The
Employee shall not be entitled to a severance of any kind upon termination
of
this Agreement for any reason.
10
5.4 The
rights of the Company and the Employee under this section 5.0 are in addition
to
and not in derogation of any other remedies which may be available to the
Company or the Employee at law or in equity.
6.0
PERSONAL
NATURE
6.1
This
Agreement is personal in nature and is entered into based upon the singular
skill, qualifications and experience of the Employee.
7.0
RIGHT
TO USE EMPLOYEE’S NAME AND LIKENESS
7.1
The
Employee hereby grants to the Company the right to use the Employee’s name,
likeness and/or biography in connection with the services performed by the
Employee under this Agreement and in connection with the advertising or
exploitation of any project with respect to which the Employee performs services
for the Company.
8.0
WAIVER
8.1
No
consent or waiver, express or implied, by any party to this Agreement of any
breach or default by the other party in the performance of its obligations
under
this Agreement or of any of the terms, covenants or conditions of this Agreement
shall be deemed or construed to be a consent or waiver of any subsequent or
continuing breach or default in such party’s performance or in the terms,
covenants and conditions of this Agreement. The failure of any party to this
Agreement to assert any claim in a timely fashion for any of its rights or
remedies under this Agreement shall not be construed as a waiver of any such
claim and shall not serve to modify, alter or restrict any such party's right
to
assert such claim at any time thereafter.
9.0
NOTICES
9.1
Any
notice relating to this Agreement or required or permitted to be given in
accordance with this Agreement shall be in writing and shall be personally
delivered or mailed by registered mail, postage prepaid to the address of the
parties set out on the first page of this Agreement. Any notice shall be deemed
to have been received if delivered, when delivered, and if mailed, on the fifth
day (excluding Saturdays, Sundays and holidays) after the mailing thereof.
If
normal mail service is interrupted by strike, slowdown, or other cause, a notice
sent by registered mail will not be deemed to be received until actually
received and the party sending the notice shall utilize any other services
which
have not been so interrupted or shall deliver such notice in order to ensure
prompt receipt thereof.
9.2
Each
party to this Agreement may change its address for the purpose of this section
9.0 by giving written notice of such change in the manner provided for in
subsection 9.1 hereof.
11
10.0
APPLICABLE
LAW
10.1
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada and the federal laws of the United States applicable therein,
which shall be deemed to be the proper law hereof. The parties hereto hereby
submit to the jurisdiction of the courts of ▇▇▇▇▇ County, Las Vegas,
Nevada.
11.0
SEVERABILITY
11.1
If
any
provision of this Agreement for any reason be declared invalid or unenforceable,
such declaration shall not effect the validity or enforceability of any
remaining portion of this Agreement, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid
or
unenforceable portion thereof eliminated and is hereby declared the intention
of
the parties that they would have executed the remaining portions of this
Agreement without including therein any such part, parts or portion which may,
for any reason, be hereafter declared invalid or unenforceable.
12.0 ENTIRE
AGREEMENT
12.1
This
Agreement constitutes the entire agreement between the parties hereto and there
are no representations or warranties, express or implied, statutory or otherwise
other than set forth in this Agreement and there are no agreements collateral
hereto other than as are expressly set forth or referred to herein. This
Agreement cannot be amended or supplement except by a written agreement executed
by both parties hereto, provided that if the Company becomes listed on the
Amex,
NASDAQ or NYSE, the Company and the Employee shall reasonably renegotiate the
terms of this Agreement to the extent such terms are inconsistent with the
rules
and relations of such exchange or quotation system.
13.0
ARBITRATION
13.1
In
the
event of any dispute arising in the determination of the compensation to be
paid
pursuant to subsection 5.0 hereof or of the Employee's salary as set out in
this
Agreement, the matter in dispute shall be referred to the auditors of the
Company for determination. If the auditors cannot agree on a determination
of
the matter in dispute within ten days following the referral to them, the matter
in dispute shall be referred to a single arbitrator under the Arbitration Act
then in effect federally, and the arbitration shall take place in ▇▇▇▇▇ County,
Las Vegas, Nevada.
14.0
LIMITATIONS
ON ASSIGNABILITY
14.1 Employee’s
duties and responsibilities under this Agreement are not assignable or delegable
in whole or in part. The Company may assign this Agreement to a successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to
all or substantially all of the business and/or assets of the Company; provided,
however, that the Company will require any successor to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, "the Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
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15.
0 BURDEN
AND BENEFIT
15.1
This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
16.0
TIME
16.1 Time
is
of the essence of this Agreement.
17.0
COUNTERPART,
PHOTOCOPIES AND FAXES
17.1
This
Agreement may be executed in counterpart and such counterparts together shall
constitute one and the same instrument and notwithstanding the date of execution
shall be deemed to bear the date as set out on the first page of this Agreement.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall be deemed to
have
been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
IN
WITNESS WHEREOF the undersigned have duly executed this Agreement as of the
date
set out on the first page of this Agreement.
|
PUBLIC
COMPANY MANAGEMENT CORP.
|
EMPLOYEE
|
|
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇, President & CEO
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, CPA
|
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