EMPLOYMENT AGREEMENT, NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 1998, by and between
Globus International Resources Corp., a Nevada corporation, with its principal
office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (together with its
subsidiaries, the "Company") and ▇▇▇▇▇▇ ▇▇▇▇, residing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Employee").
W I T N E S S E T H
WHEREAS, the Company, is engaged in the business (the "Business") of
exporting from the U.S. and Europe and importing into Russia and the
Commonwealth of Independent States ("CIS") food products, paint, clothing, auto
parts, modular homes and other items as well as conducting seminars to large and
medium sized Russian companies, in western banking, financial systems and
accounting; and
WHEREAS, the Company is desirous of employing the Employee on a
full-time basis as its Secretary on the terms and conditions hereinafter set
forth; and
WHEREAS, the Employee is desirous and willing to accept such employment
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Company and the
Employee agree as follows:
1. Incorporation of Recitals.
The recitals set forth above are incorporated herein by reference and
made part of this Agreement.
2. Employment and Term.
(a) The Company hires and employs the Employee and the Employee agrees
to perform for the Company, the services set forth in Paragraph 3 hereof, on a
full-time basis under the terms and conditions hereinafter set forth.
(b) The term of this Agreement (the "Initial Term") shall commence on
the date of this Agreement (the "Commencement Date") and shall continue until
the fifth (5th) anniversary of the Commencement Date. This Agreement will
automatically renew for successive one (1) year periods upon the terms and
conditions contained herein ("Renewal Option"), unless the Employee has
advised the Company and/or the Company has advised the Employee, at least sixty
(60) days prior to the end of the Initial Term or the end of any other year
extended by the Renewal Option, of either party's intention not to extend the
Agreement beyond any such term. Hereinafter, the Initial Term and any successive
one-year periods shall collectively be referred to as the "Term."
3. Extent of Service.
(a) During the Term, the Employee shall serve on a full-time basis as
Secretary of the Company and have the responsibility for the day to day
management of the business of the Company, including business development of
food products and food related equipment in Russia and the CIS.
(b) The Employee shall devote all of his business time, skill, labor
and attention to the affairs of the Company, and shall promptly and faithfully,
perform all services pertaining thereto that are or may hereafter be required of
him by the Company, provided that such services shall be consistent with his
position as Secretary of the Company. Nothing in this Agreement shall preclude
the Employee from devoting time to managing his personal investments, provided
that such investments are not in competition with the business of the Company
and that such activities do not unreasonably interfere with the performance of
his duties hereunder.
4. Compensation.
(a) Base Compensation. As base compensation for the services rendered
hereunder, the Employee shall be paid a salary of $150,000 per annum.
(b) Bonuses and Additional Benefits. The Employee may be awarded
bonuses as agreed and set by the Board of Directors of the Company. The Employee
shall also be entitled to, and shall be accorded, all rights and benefits under
any executive incentive plan (including the Company's Stock Option Plan),
monetary bonus plan, participation or extra compensation plan, pension plan,
profit sharing plan, disability insurance, health and major medical insurance
policy or policies, and any other plans or benefits that the Company may from
time to time provide for any officers generally during the Term. The Company
shall accord the Employee such rights and benefits on a basis no less favorable
than any other officers of comparable status of the Company or its subsidiaries
or affiliates.
(c) Vacation and Sick Leave. For each year during which this Agreement
is in effect, Employee shall be entitled to vacation and sick leave benefits,
without a deduction of salary or other compensation in accordance with the
Company's standard policies. The Employee shall have no less than four (4) weeks
vacation per
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year, provided the Employee works full time each year for the Company and under
the terms of this Agreement. Such vacation shall be taken at such time or times
during such year as may be mutually agreed upon by the Company and the Employee.
(d) Business Expenses. The Employee shall be authorized to incur
reasonable business expenses for promoting the business of the Company,
including expenditures for entertainment, gift and travel, within the guidelines
as are set by the Board of Directors of the Company and which are consistent
with Internal Revenue Service guidelines, provided that the Employee submits
vouchers therefore in the form reasonably satisfactory to the Company.
(e) Other Benefits. The Company will provide the Employee with fringe
benefits in the aggregate not less favorable than those received generally by
other officers of comparable status of the Company.
5. Life Insurance.
The Company, in its discretion may apply for and procure as owner and
for its own benefit insurance on the life of the Employee, in such amounts and
in such form or forms as the Company may choose.
6. Disability and Death of Employee.
(a) Disability. For purpose hereof, the term "disability" shall mean
the inability of the Employee to work for a period of six (6) consecutive months
or any 140 days in any 185 day period. In the event the Employee shall become
disabled, the Employee shall be entitled to all base compensation due and
payable pursuant to Paragraph 4(a) for a period of six (6) months following the
date that he is determined to have become disabled pursuant to the previous
sentence. Such amounts payable shall be offset by any amounts paid to the
Employee under disability insurance policies maintained by the Company.
(b) Death. In the event of death during the Term, the normal monthly
compensation of the Employee shall be paid and all benefits the Employee was
then receiving will continue to be paid to the Employee's spouse or his
survivors for a period of one (1) year. In all other respects, this Agreement
shall be deemed to terminate upon death of the Employee.
7. Covenant Not To Compete
(a) The Employee hereby acknowledges and recognizes the highly
competitive and confidential nature of the Company's business, and for the
consideration stated above, accordingly agrees that, unless the employee is
terminated without cause, during the entire period,
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commencing with the Commencement Date and including twelve (12) months after the
termination of the Employee's employment with the Company, Employee will not
directly or indirectly, in any capacity:
(i) Engage in any business endeavor which has among its purposes and/or
endeavors the Business of the Company or related businesses within 100 miles of
any geographic area, city and/or state in which the Company's goods or services
have been provided within the preceding year;
(ii) Induce employees of the Company, or any of its
subsidiaries, to terminate their employment or to engage in any
activities hereby prohibited to the Employee;
(iii) Contact, communicate or solicit any customer and/or any contact
of the Company derived from any customer list, customer lead, mail, printed
material or other information of the Company with any other party; or
(iv) Discuss any activities, methods of operation, finances,
confidential practices and private business information of the Company with any
other party.
(b) It is expressly understood and agreed that although the Employee
and the Company consider the restrictions contained in clause (a) above to be
reasonable, for the purpose of reserving for the Company or any of its
subsidiaries, their good will and other proprietary rights, if a final judicial
determination is made by a court having jurisdiction as to the restrictions
agreed to by the parties hereto the provisions of such restriction clauses by
this Agreement shall not be rendered void, but shall be deemed amended to apply
as to such maximum time and territory and to such other extent as such court may
judicially determine or indicate to be reasonable.
(c) As to the reasonableness of the non-competition and restrictive
covenants contained herein, Employee further acknowledges and confesses that he
is capable of making a living in employment areas other than the business
engaged in by the Company, and, that the non-competition and restrictive
covenants contained herein will not in the least manner impair or interfere with
Employee's capacity to earn a living after Employee terminates his relations
with the Company.
8. Disclosure of Information.
The Employee acknowledges that the Company's trade secrets, private or
secret processes as they may exist from time to time, and confidential
information concerning their services, development, all technical information,
procurement and sales activities and procedures, promotion and pricing
techniques and credit and financial data concerning customers and other trade
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secrets are valuable, special and unique assets of the Company and its
subsidiaries, access to and knowledge of which are essential to the performance
of the Employee's duties hereunder. In light of the highly competitive nature of
the industry in which the Company and its subsidiaries' business is conducted,
the Employee further agrees that all knowledge and information described in the
preceding sentence not in the public domain and heretofore or in the future
obtained by him as a result of his employment by the Company or its subsidiaries
shall be considered confidential information. In recognition of this fact, the
Employee agrees that he will not, during or after the Term, disclose any such
secrets, processes or information to any person or other entity for any reason
or purpose whatsoever, except as is necessary in the performance of his duties
as an employee of the Company or its subsidiaries and then only upon a written
confidentiality agreement in such form and content as requested by the Company
from time to time; nor shall the Employee make use of any such secrets,
processes or information (other than information in the public domain) for
his-own purposes or for the benefits of any person or other entity (except the
Company and its subsidiaries) under any circumstances during or after the Term.
9. Termination.
(a) The Employee's employment may be terminated at any time during the Term for
Cause (as hereinafter defined) by action of the Board of Directors of the
Company upon giving the Employee notice of such termination at least thirty (30)
days prior to the date upon which termination shall take effect. As used herein,
the term "Cause" shall mean any of the following events:
(i) The Employee's conviction of or plea of guilty or nolo
contendere to a crime involving moral turpitude; or
(ii) The Employee's willful misconduct, or neglect of duties or failure
to act with respect to duties or actions previously communicated to the Employee
in writing by the Board of Directors of the Company.
If the Employee's employment is terminated under the provisions of this
Section 9(a) all rights of the Employee pursuant to Section 4 hereof shall cease
as of the effective date of such termination.
(b) Upon the termination of this Agreement, other than for cause, the
Company shall be responsible to pay the Employee the salary he was presently
earning and continue all benefits available to the Employee hereunder for an
additional one (1) year period from the date of termination.
(c) Upon the termination of this Agreement, for any reason, the
Employee (or his estate) shall be entitled to receive payment
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for base compensation earned and accrued prior to the date of such termination.
(d) If this Agreement shall be terminated as a result of a violation of
the terms hereof by the Company, the Employee shall be entitled to all remedies
and damages available under applicable law. The Employee shall not be required
to mitigate damages.
10. Arbitration.
Any and all disputes between the Employee and the Company arising with
respect to the employment by the Company or any of its subsidiaries, including
any dispute arising under this Agreement, shall be submitted to binding,
expedited arbitration in New York, New York under the then prevailing rules of
the American Arbitration Association.
11. Assignment.
This Agreement shall not be assignable by the Employee. This Agreement
is assignable by the Company and/or any of its subsidiaries to any successor in
interest of the Company or any of its subsidiaries.
12. Notices.
All notices, requests, demands and communications under or in respect
hereof shall be deemed to have been duly given and made if in writing (including
fax) and if delivered by hand or by pre-paid registered or certified mail to the
party concerned at its address appearing below or sent by fax to the number and
with a copy as indicated below. Service shall be deemed to be effective so far
as delivery by hand is concerned when handed to the recipient or left at the
recipient's address; by post two days after posting; by fax on the same day as
dispatch and receipt is confirmed. The said addresses and fax numbers are as
follows:
If to the Employee:
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company:
Globus International Resources Corp.
Two World Trade ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
13. Complete Agreement; Amendments
This Agreement contains the full and complete understanding of the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith. No amendment or modification of this Agreement shall be valid unless
made pursuant to an instrument signed by the Company and the Employee.
14. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
15. Severability.
If any one or more of the terms, provisions, covenants or restrictions
of this Agreement shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. If any one or
more of the provisions contained in this Agreement shall for any reason be
determined by a court of competent jurisdiction to be excessively broad or vague
as to duration, geographical scope, activity or subject or otherwise, this
Agreement shall be construed by limiting, reducing or defining it, so as to be
enforceable to the fullest extent compatible with then applicable law.
16. Headings.
The descriptive headings of the several paragraphs of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
17. Prior Employment Agreements.
This Agreement supersedes all prior employment agreements between the
parties.
18. Waiver of Breach.
The waiver by the Company or Employee of a breach of any provision of
this Agreement by the Company or the Employee shall not operate or be construed
as a waiver of any subsequent breach by the Company or the Employee.
19. Counterparts.
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This Agreement may be executed in any number of counterparts, each of
which shall be an original, and all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the day and year first above written.
GLOBUS INTERNATIONAL RESOURCES CORP.
By:_____________________________
▇▇▇▇▇ ▇▇▇▇▇▇,
President
____________________________
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