CORPORATE OFFICER EMPLOYMENT AGREEMENT
THIS CORPORATE OFFICER EMPLOYMENT AGREEMENT is made between UNITED
▇▇▇▇▇▇▇.▇▇▇ as Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as an Employee of UNITED
▇▇▇▇▇▇▇.▇▇▇, effective December 1, 2001, and replaces in its entirety the
Consulting Agreement between the Company and Employee dated October 1, 2001. The
terms and conditions of this Agreement are stated below.
I. EMPLOYMENT PROVISION.
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1.) Employment Positions; Responsibility, Duties and Authority. This
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Corporate Officer Employment Agreement is made and entered into between United
▇▇▇▇▇▇▇.▇▇▇, a corporation organized under the laws of the State of Nevada,
hereinafter referred to as "Corporation" or "Company" and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President, CEO and CFO of the Corporation, hereinafter referred to as "▇▇▇▇▇▇"
or "Employee." The Corporation and ▇▇▇▇▇▇ each agree that the Corporation shall
retain ▇▇▇▇▇▇ as President, CEO and CFO and ▇▇▇▇▇▇ shall perform the
responsibilities and duties of President, CEO and CFO of the Corporation for the
term stated in Section II of this Agreement, unless sooner terminated pursuant
to the provisions of Section VIII of this Agreement.
2.) Responsibilities, Duties and Authority of ▇▇▇▇▇▇. shall have such
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responsibilities and duties and authority as determined from time to time by the
Board of Directors of the Corporation, as provided in the corporate bylaws.
II. TERM OF THIS AGREEMENT
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This Agreement shall have a term of three (3) years beginning December 1,
2001, and shall end November 30, 2004, unless sooner terminated pursuant to the
provisions of Section VIII of this Agreement.
III. ALLOCATION OF TIME
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▇▇▇▇▇▇ shall devote as much time, in his judgment, as necessary to perform
his duties and responsibilities described in Section I (2) of this Agreement.
▇▇▇▇▇▇ may engage for his own account, or for the account of others, in other
business ventures for which the Corporation shall not be entitled to any
interest.
IV. COMPENSATION.
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1.) Basic Salary. As consideration for all services to be rendered by
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▇▇▇▇▇▇ to the Corporation, ▇▇▇▇▇▇ shall be paid the following listed salary:
12/01/01 - 09/30/02 (10 Months) -- $100,000.00 ($10,000/Mo)
10/01/02 - 09/30/03 (12 Months) -- $135,000.00 ($11,250/Mo)
10/01/03 - 09/30/04 (12 Months) -- $150,000.00 ($12,500/M0)
10/01/04 - 11/30/04 ( 2 Months) -- $ 34,000.00 ($17,000/Mo)
Annual Bonuses. Each year ▇▇▇▇▇▇ shall be entitled to an annual bonus as
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determined at the sole discretion of the Board of Directors of the Corporation.
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2.) Payments of Salary and Bonuses.
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A. Salary. The Salary provided for in Section IV (1) shall be due and
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payable in monthly installments by the Corporation at the beginning of each
month for that month on the first business day of each month, which shall be
established by this Agreement as the regular payday.
B. Bonus. Any annual bonus awarded as provided for in Section IV(2) shall be
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due and owing as determined by the Board of Directors of the Corporation.
C. Accruals of Unpaid Salary and Bonuses--When Paid.
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(1.) Salaries. In the event the Corporation's cash position is insufficient
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to pay salaries and bonuses when due under this Agreement, any salary and bonus
payments not paid by the Corporation when due shall accrue as a corporate debt
payable to ▇▇▇▇▇▇, and shall be paid as soon as possible by the Corporation and
in any event, accrued salary shall be paid to the fullest extent possible
whenever a payroll is disbursed to employees of the Corporation.
(2.) Bonuses. Any bonus not paid when due shall accrue as a corporate debt
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payable to ▇▇▇▇▇▇ and shall be paid to the fullest extent possible whenever any
bonus is disbursed to employees of the Corporation.
(3.) Deductions From Compensation. Corporation shall have the right and
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responsibility to deduct any federal, state or local government tax and other
charges as may be in effect, if any, as deductions from compensation of ▇▇▇▇▇▇
as an Employee.
(4.) Stock as Payment. ▇▇▇▇▇▇ may elect in his absolute discretion, to
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receive common shares of the Corporation in payment of salary, in excess of
$6,000 each month and/or for any salary and bonuses not paid by the Corporation
when due and accrued as a corporate debt payable to ▇▇▇▇▇▇ as described in
Section IV (3) C (1) and (2) of this Agreement. The value of any shares issued
by the Corporation under this provision of this Agreement shall be based on the
closing bid price of the common shares as reported on the OTC Bulletin Board or
other generally recognized listing agency on the date the Corporation receives
notice from ▇▇▇▇▇▇. In the event the Corporation issues restricted shares under
this provision such published per share trade price shall be discounted forty
percent (40%).
V. EMPLOYMENT BENEFITS IN ADDITION TO COMPENSATION.
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1.) Participation In Existing Company Benefit Programs.
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A. Medical and Health Care Benefit Program. ▇▇▇▇▇▇, as an executive employee
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shall be entitled to receive and shall receive all medical and health care
benefits provided by Employer to its executive employees. Such benefits shall be
paid for by the Employer for ▇▇▇▇▇▇ and for ▇▇▇▇▇▇'▇ dependents, if any, on the
terms and provisions provided in the medical and health care benefit plan;
however, if for any reason ▇▇▇▇▇▇ cannot qualify for the current medical and
health care benefits or if the Corporation has no such plan, then ▇▇▇▇▇▇ shall
be entitled to obtain medical and health care benefits coverage from whatever
source is available and the Employer shall pay the premium charges for that
coverage as an executive employee benefit for ▇▇▇▇▇▇.
B. Vacation and Holiday Benefits. ▇▇▇▇▇▇ shall be entitled to have a paid
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vacation for forty-five (45) days each calendar year; plus all paid holidays
observed by the Employer. ▇▇▇▇▇▇ shall use reasonable care in scheduling the
vacation time so as to not interfere unreasonably with Employer's business, and
▇▇▇▇▇▇'▇ performance of his responsibilities and duties.
2.) Stock Options.The Corporation hereby grants ▇▇▇▇▇▇ the option to
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purchase up to 500,000 common shares (after 1-for-8 reverse split approved
December 6, 2001) of the Corporation's capital stock at $0.10 per share
exercisable at any time and expiring five years from the effective date of this
Agreement. These options shall not be cancelled in the event this Employment
Agreement expires or is otherwise terminated. This provision shall survive the
term of this Agreement. The Corporation adopted a Stock Incentive Plan. Except
as otherwise provided herein, these stock options shall be governed by the terms
and conditions set forth in the Corporation's Stock Incentive Plan.
3.) Membership in Social and Athletic Club. ▇▇▇▇▇▇ shall be entitled to
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membership in the Balboa Bay Club ("BBC") or other club comparable to that of
the BBC during the term of this Agreement. The Corporation shall pay all
regular dues. Other charges to the account shall be paid to the extent that
such charges relate to athletic and/or exercise programs designed to maintain or
improve the well-being of ▇▇▇▇▇▇ and expenses such as business meetings etc.
relating to ▇▇▇▇▇▇'▇ performance as an officer of the Corporation.
4.) Participation in Other Employment Benefits. ▇▇▇▇▇▇ shall be entitled to
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receive all other benefits and conditions of employment which may become
available to all other executives of the corporation, including by way of
illustration, but not limited to, any life insurance benefits, any disability
income continuation and any profit sharing and any retirement income plans of
any kind, whether qualified or non-qualified, whether pre-funded or not, if any
are established after the inception date of this Agreement, and before it
expires pursuant to Section II or sooner terminated pursuant to Section VIII of
this Agreement
5.) Death Benefit. In the event of ▇▇▇▇▇▇'▇ death at a time before this
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Agreement has expired under Section II, or sooner terminated under Section VIII
of this Agreement, the Corporation shall pay to ▇▇▇▇▇▇'▇ surviving spouse a
death benefit payable as the regular payday on the same month on the same day
established in Section IV.3.A in the full amount which would otherwise be paid
to ▇▇▇▇▇▇ as salary, if ▇▇▇▇▇▇ were living, for a period of six months beginning
with the first regular payday date after ▇▇▇▇▇▇'▇ death.
VI. EXPENSE REIMBURSEMENT AND MEDICAL INSURANCE AND AUTOMOBILE EXPENSE
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ALLOWANCE.
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1.) Expense Reimbursement, Generally. ▇▇▇▇▇▇ will be reimbursed in
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accordance with the Company's policies for traveling, entertainment and any
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other expenses reasonably incurred and related to the performance of ▇▇▇▇▇▇'▇
duties and responsibilities on behalf of Corporation.
2.) Automobile Allowance Plus Expenses. In addition, ▇▇▇▇▇▇ shall receive
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$750.00 per month for automobile expense allowance for use of his automobile in
business. This allowance shall be reviewed each anniversary date of this
Agreement for adequacy and shall be increased for the following year by an
amount as determined by the Corporation's Board of Directors.
VII. DISABILITY COMPENSATION.
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1.) If ▇▇▇▇▇▇ becomes disabled at any time, and for any number of times, due
to any cause so that he is physically unable to perform his ordinary duties and
responsibilities as Employee, pursuant to this Agreement, for a period of thirty
(30) days, then ▇▇▇▇▇▇ shall be entitled to receive, in lieu of a salary, an
amount equal to his salary, payable at the same time and in the same manner as
▇▇▇▇▇▇'▇ salary is paid provided however, that this benefit shall be limited to
not more than a total of twelve months during the term of the Agreement,
regardless of the number or duration of each disability.
2.) ▇▇▇▇▇▇' entitlement to disability income pursuant to this Section VII
shall begin and end as determined by a certificate issued by a qualified M.D. or
D.O. licensed by the State of California to practice in this state. The
certificate shall state in substance that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ was determined to be
disabled and unable to perform the ordinary and usual duties of' a Employee to
United ▇▇▇▇▇▇▇.▇▇▇, beginning with [ date] and ▇▇▇▇▇▇'▇ disability continues
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as of this [ date]. Such a certificate shall be submitted every three (3)
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months beginning with the date of disability and continuing thereafter until
▇▇▇▇▇▇'▇ disability ends and he is able to return to work full time or his
disability compensation benefit has been fully used, whichever occurs first.
VIII. TERMINATION OF ▇▇▇▇▇▇'▇ EMPLOYMENT.
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1.) Termination By The Corporation. ▇▇▇▇▇▇'▇ Employment as president, CEO
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and CFO to United ▇▇▇▇▇▇▇.▇▇▇ may be terminated by the Board of Directors of the
Corporation with or without cause, after receipt by ▇▇▇▇▇▇ of written notice
received at least ninety (90) days in advance of the employment termination date
set by the Board of Directors, PROVIDED THAT all terms and provisions of Section
VIII.2, stated below are met. Such notice ("Notice") shall be sent pursuant to
Section XII, below. The termination of ▇▇▇▇▇▇'▇ retention as Employee shall be
effective as stated in Section VIII.3, below.
2.) Terms and Provisions of Termination of ▇▇▇▇▇▇'▇ Employment
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Agreement.Regardless of the reasons or purpose of the termination of ▇▇▇▇▇▇'▇
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retention as an Employee to the Corporation, the Corporation shall not and may
not terminate ▇▇▇▇▇▇'▇ employment as President, CEO and CFO unless and until the
Corporation has fully arranged for and commenced performance of the following:
A. Offer in writing by the Corporation, approved by the Board of Directors
to purchase all shares of stock of the Corporation directly or beneficially
owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for cash at least thirty (30) days prior to the
proposed termination date of ▇▇▇▇▇▇' Employment Agreement at the then existing
market price based on the average published closing trade price for the five (5)
business days prior to the date of Notice referred to in Section VIII (1) above.
▇▇▇▇▇▇ may elect in his absolute discretion to waive this provision, VIII 2.)
A., by notifying the Corporation in writing.
B. Payment, in cash, by the Corporation of all sums then due and owing, if
any, as compensation, pursuant to Section IV, Compensation, and/or Section VII,
Disability Compensation, of this Employment Agreement.
C. Payment, in cash, by the Corporation of all sums then due and owing, if
any, pursuant to Section VI, Reimbursement, of this Employment Agreement.
D. Payment, in cash, by the Corporation for buyout of Remainder of the
Employment Agreement at the rate of fifty percent (50%) of the regular Salary in
effect under Section IV, above, of this Agreement.
3.) Effective Date of ▇▇▇▇▇▇'▇ Employment Termination, The effective date of
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▇▇▇▇▇▇'▇ employment termination pursuant to Section VIII of this Agreement shall
be the latest of the following dates:
A. The date of ▇▇▇▇▇▇'▇ employment termination provided for in the written
notice of his employment termination;
B. The Ninety-first (91st) day after receipt by ▇▇▇▇▇▇ of the written notice
of his employment termination;
C. The date of fulfillment of all the terms and provisions of Part VIII.
(2), above, entitled Terms and Provisions of Termination of ▇▇▇▇▇▇'▇ Employment
by the Corporation.
IX. PROPERTY RIGHTS
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..
1.) Intellectual Property Rights. All rights, title and interest of every
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kind and nature whatsoever, in and to any intellectual property, including any
inventions, patents, trademarks, copyrights, films, scripts, ideas, creations
and properties invented, created, written, developed, furnished, produced or
disclosed by ▇▇▇▇▇▇ in the course of rendering his services to the Corporation
under this Agreement shall, as between the parties hereto, be and remain the
sole and exclusive property of the Corporation for any and all purposes and uses
whatsoever, and ▇▇▇▇▇▇ shall have no right, title or interest of any kind or
nature therein or thereto, or in and to any results and proceeds therefrom.
2.) Return of All of the Corporation's Property. Upon termination of this
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Agreement, regardless of how termination may be effected or whenever requested
by the Corporation, ▇▇▇▇▇▇ shall immediately turn over to the Corporation all of
the Corporation's property, including all items used by ▇▇▇▇▇▇ in rendering
services hereunder or otherwise, that may be in ▇▇▇▇▇▇'▇ possession or under his
control.
X. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.
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1.) During Duration of Agreement. ▇▇▇▇▇▇ agrees that during the entire term
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of this Agreement, he will not disclose to any other person, partnership,
company or corporation any confidential information about this Corporation or
its related corporations, or the business activities or interests of this
Corporation or its related corporations, including, but not limited to, the
following which is agreed as between the parties to be confidential information:
customer data, customer lists, sales figures, sales projections, estimates of
any kind, sales proposals, price lists, accounting procedures, any and all
accounting records, any technology and applications of technology, developed by
the Corporation before or during his retention as Employee, EXCEPTsuch
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disclosure as is for the benefit of or the furthering of the intent of the
Corporation, or is expressly disclosed as part of the performance of his duties
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and responsibilities as Employee to the Corporation.
2.) Surrender of All Confidential Information On Termination of Employment.
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▇▇▇▇▇▇ agrees, when this Employment Agreement terminates, to turn over to the
Corporation any and all confidential information which may be in his possession,
including any and all copies thereof, except that one copy of such information
may be retained in ▇▇▇▇▇▇' confidential legal files for record keeping purposes
only.
3.) Following Termination of Employment. ▇▇▇▇▇▇ agrees that following the
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termination of this Employment Agreement with the Corporation, he will not
disclose any confidential information, as described in Section X(1), above,
which he obtained about the Corporation at any time or for any purpose.
XI. NON-COMPETITION AFTER TERMINATION OF EMPLOYMENT.
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1.) Non-Competition Period--Duration and Geographic Scope. ▇▇▇▇▇▇ and the
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Corporation recognize and acknowledge that in his employment as President, CEO
and CFO, he will become familiar with all of the Corporation's products and all
of the geographic areas throughout the United States and other countries in
which the Corporation already has made marketing efforts and sales of products
and services, and he will become knowledgeable about present and future
marketing proposals and plans for those products and services in those
geographic areas. Unless the provisions of this Section XI(1) are waived by the
Corporation's board of Directors in writing, ▇▇▇▇▇▇ agrees, as part of the
consideration for this Employment Agreement that ▇▇▇▇▇▇ will not engage directly
or indirectly in the business of manufacture or sale of any products or services
which compete with the products or services provided by the Corporation or its
related corporations for a period of two (2) years within the geographic limits
of any state of the United States, or any country where the Corporation has
established operations. The parties agree that the phrase "engage directly or
indirectly in the business of manufacture or sale of any products or services
which compete with the products or services of the Corporation or its related
Corporations" shall include any situation or circumstance in which ▇▇▇▇▇▇ shall
be owner, partner, officer, director or shareholder of a corporation, or agent
or employee or Employee of any business entity engaged or about to become
engaged in competition with the Corporation.
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2.) Injunctive Relief From Competition By ▇▇▇▇▇▇. The parties agree that if
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▇▇▇▇▇▇ were to violate the provisions of Section XI(1), above, the use by ▇▇▇▇▇▇
of the information he learned while retained by the Corporation could enable him
to engage in basically unfair competition with the Corporation and its related
corporations, and that such competition in violation of Section XI(1), above,
probably would cause irreparable harm to the marketing and sales success of the
Corporation and its related corporations. Therefore, if ▇▇▇▇▇▇ violates Section
XI (1), above, the Corporation shall be entitled to obtain a temporary
restraining order without delay, and proceed to obtain a preliminary injunction
and permanent injunction against such violations by ▇▇▇▇▇▇ and any person,
partnership, company or corporation through which or for which he acts, directly
or indirectly to violate Section XI(1), above.
XII. NOTICES.
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1.) How Sent or Delivered. Any notices sent by any party which is intended
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to give written notice required by this Employment Agreement shall be sent or
delivered by sender to the intended recipient by one or more of the following
methods:
A. By certified mail, return receipt requested, postage prepaid, to the last
known address of the intended recipient; or
B. By delivery personally to the intended recipient.
2.) Effective Date of Notice. If a written notice is sent or delivered by
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either of the above methods, then the effective date of the notice for purposes
of considering it to have been received by the intended recipient shall be the
earliest of the following:
A. If by certified mail, return receipt requested, which is delivered, then
or on the date the recipient, or anyone signing for the recipient, signed the
return receipt;
B. If by certified mail, return receipt requested, which is not delivered,
then on the date five business days after the date the notice was sent;
C. If by personal delivery to the intended recipient, then on the date the
written notice was delivered personally to the recipient.
3.) Proof of Delivery of Notice.
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A. Certified Mail, Return Receipt Requested. If the written notice was sent
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by certified mail, return receipt requested, proof of sending may be shown by
the U.S. Post Office receipt for the certified mail, return receipt requested
and proof of delivery may be shown by the signed returned receipt and proof of
attempted delivery sufficient for effective date of notice without delivery may
be shown by the returned envelope with U.S. Post Office notations showing
attempted delivery dates and notices to the intended recipient.
B. Personal Delivery. Personal delivery of a written notice may be shown by
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a signature of the intended recipient on a copy of the notice, together with the
legend on the copy of the notice which will read, "Received," with the date
received noted thereafter. Personal delivery may also be shown by a sworn
statement of the person who delivered the notice, stating that the notice was
delivered to the recipient or representative of recipient on the date of
delivery, and attaching a copy of the notice, with reference in the sworn
statement to the attached copy of the notice.
XIII. REMEDIES AVAILABLE IN EVENT OF BREACH OF AGREEMENT; VENUE.
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In the event that any party breaches this Employment Agreement, the other party
shall have the right to pursue any remedies available to the party claiming
breach, including, but not limited to damages, injunctive relief and declaratory
judgment, which may be available under the laws of the State of California. The
parties agree that any claims shall be brought in the appropriate court(s)
located in Orange County, California, which may have jurisdiction pursuant to
California Law.
XIV. APPLICABLE LAW
This Employment Agreement shall be construed and interpreted and enforceable
pursuant to the laws of the State of California.
THE BALANCE OF THIS PAGE LEFT BLANK
XV. ENTIRE AGREEMENT.
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This Employment Agreement states the entire agreement between the parties with
respect to the employment of ▇▇▇▇▇▇ by the Corporation. This Agreement cannot be
modified by any oral agreement or course of conduct by either or both parties
and any attempt at such modification shall be null and void. This Agreement may
be modified only by a written document signed by each party.
Effective as of the 1st day of December, 2001.
EMPLOYEE:
____s/▇▇▇▇▇ ▇. Brewer________________
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
THE CORPORATION:
United ▇▇▇▇▇▇▇.▇▇▇
By _____s/▇▇▇▇▇ ▇. Hancock__________
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Exhibit "A"
Outline of General Terms and Conditions to Employment Agreement
▇▇▇▇▇ ▇. ▇▇▇▇▇▇:
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Positions, Responsibility, Duties and Authority
Employee: President, CEO and CFO
Term of Agreement
Three (3) years beginning December 1, 2001.
Outside Activities
Employee may engage in any other non-competitive activities. Time devoted to
Corporation shall be "as considered necessary."
Compensation
1. Base salary
12/01/01 - 09/30/02 (10 Months) -- $100,000.00
10/01/02 - 09/30/03 (12 Months) -- $135,000.00
10/01/03 - 09/30/04 (12 Months) -- $150,000.00
10/01/04 - 11/30/04 (2 Months) -- $ 30,000.00
Payable monthly at the beginning of the month. Employee may elect to receive
stock in payment of salary amounts in excess of $6,000 each month. Restricted
stock shall be discounted up to 40% of trade price on the day the Company
receives notice from Employee.
2. Annual Bonuses
Annual bonus shall be at the sole discretion of the Board of Directors
Benefits
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1. Medical and health care program or, if none, a monthly cash premium
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payment allowance.
2. Vacation and Holiday Benefits
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45 days vacation
All paid holidays observed by employer
3. Other Employment Benefits which become available to the Executives of the
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Company
4. Death Benefits up to six months salary payable to the estate.
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Expense Reimbursement, Automobile Allowance and Club Dues
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Out-of-pocket expenses reasonable to the performance of duties
Automobile allowance of $750 per month payable the first of each month, plus
incurred operating expenses
Club dues, membership in the Balboa Bay Club
Disability Compensation Up to six months salary based on certificate of a
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qualified M.D. or D.O. licensed by the State of Washington to practice in this
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state.
Stock Options - Immediate options on 500,000 common shares based on $0.10 per
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share exercisable within 5 years.
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Options will not be cancelled in the event the employment agreement is
terminated before the option expiration date. Other terms and conditions will
follow the Company's Stock Incentive Plan.