(EMPLOYMENT AGREEMENT
Employment Agreement, between ▇▇▇▇▇▇▇▇▇.▇▇▇ (the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇
(the "Employee").
1. For good consideration, the Company employs the Employee on the
following terms and conditions.
2. Term of Employment: Subject to the provision for termination set
forth below this agreement will begin on May 1, 2000, unless sooner
terminated.
3. Salary: The Company shall pay Employee a salary of $120,000 per
year, for the services of the Employee, payable at regular payroll
periods, commencing immediately after a Public Offering.
4. Duties and Position: The Company hires the Employee in the capacity
of Presiden/CEO/Chairman. The Employee's duties may be reasonably
modified at the Company's direction from time to time.
5. Employee to Devote Full Time to Company: The Employee will devote
full time, attention, and energies to the business of the Company
and during this employment, will not engage in any other business
activity, regardless of whether such activity is pursued for profit,
gain, or other pecuniary advantage. Employee is not prohibited from
making personal investments in any other businesses provided those
investments do not require active involvement in the operation of
said companies.
6. Confidentiality of Proprietary Information: Employee agrees, during
or after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or
entity. Should Employee reveal or threaten to reveal this
information, the Company shall be entitled to an injunction
restraining the Employee from disclosing same, or from rendering any
services to any entity to whom said information has been or is
threatened to be disclosed. The right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it has
against the Employee for a breach or threatened breach of this
condition, including the recovery of damages from the Employee.
7. Reimbursement of Expenses: The Employee may incur reasonable
expenses for furthering the Company's business, including expenses
for entertainment, travel, and similar items. The Company shall
reimburse Employee for all business expenses after the Employee
presents an itemized account of expenditures, pursuant to Company
policy.
8. The Employee shall be entitled to a yearly vacation of 3 weeks at
full pay for the first two years of employment, and 5 sick days. In
the third year of employment Employee shall receive 4 weeks vacation
at full pay.
9. Termination of Agreement: Without cause, the Company may terminate
this agreement at any time upon 14 days' written notice to the
Employee. If the Company requests, the Employee will continue to
perform his/her duties and be paid his/her regular salary up to the
date of termination. In addition, the Company will pay the Employee
on the date of termination a severance allowance equal to two weeks
of Employee's salary, less taxes and social security required to be
withheld. Without cause, the Employee may terminate employment upon
14 days written notice to the Company. Employee may be required to
perform his/her duties and will be paid the regular salary to date
of termination but shall not receive a severance allowance.
Notwithstanding anything to the contrary contained in this
agreement, the Company may terminate the Employee's employment upon
30 days' notice to the Employee should any of the following events
occur:
a) The sale of substantially all of the Company's assets to a
single purchaser or group of associated purchasers; or
b) The sale, exchange, or other disposition, in one transaction
of the majority of the Company's outstanding corporate shares;
or
c) The Company's decision to terminate its business and liquidate
its assets;
d) The merger or consolidation of the Company with another
company.
e) Bankruptcy or Chapter 11 Reorganization.
10. Death Benefit: Should Employee die during the term of employment,
the Company shall pay to Employee's estate any compensation due
through the end of the month in which death occurred.
11. Assistance in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it
may reasonable require in connection with any litigation in which it
is, or may become, a party either during or after employment.
12. Effect of Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and
the Employee, except that this agreement shall not affect or operate
to reduce any benefit or compensation inuring to the Employee of a
kind elsewhere provided and not expressly provided in this agreement
13. Settlement by Arbitration: Any claim or controversy that arises out
of or relates to this agreement, or the breach of it, shall be
settled by arbitration in accordance with the rules of the American
Arbitration Association. Judgment upon the award rendered may be
entered in any court with Jurisdiction.
14. Limited Effect of Waiver by Company: Should Company waive breach of
any provision of this agreement by the Employee, that waiver will
not operate or be construed as a waiver of further breach by the
Employee.
15. Severability: If, for any reason, any provision of this agreement is
held invalid, all other provision of this agreement shall remain in
effect. If this agreement is held invalid or cannot be enforced,
then to the full extent permitted by law any prior agreement between
the Company (or any predecessor thereof) and the Employee shall be
deemed reinstated as if this agreement had not been executed.
16. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to
the benefit and be binding upon the Company's successors and
assignees.
17. Oral Modifications Not Binding: This instrument is the entire
agreement of the Company and the Employee. Oral changes shall have
no effect. It may be altered only by a written agreement signed by
the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
18. Employee acknowledges and agrees that the Stock has not been
registered under the Securities Act of 1933, as amended (the "Act")
in reliance upon the exemption from the registration provisions of
the Act provided by Section 4(2) thereof. He also acknowledges and
agrees that the Stock may not be sold, transferred or otherwise
disposed of unless (i) the Stock has been registered under the Act
or (ii) prior thereto, there is delivered to the Company a written
opinion in form and substance reasonably satisfactory, that the
proposed transaction may be effected without compliance with the
registration provisions of the Act including, without limitation, by
virtue of compliance with Rule 144 promulgated under the Act.
19. Employee acknowledges and agrees that the Stock has not been
registered under the Securities Act of 1933, as amended (the "Act")
in reliance upon the exemption from the registration provisions of
the Act provided by Section 4(2) thereof. He also acknowledges and
agrees that the Stock may not be sold, transferred or otherwise
disposed of unless (i) the Stock has been registered under the Act
or (ii) prior thereto, there is delivered to the Company a written
opinion in form and substance reasonably satisfactory, that the
proposed transaction may be effected without compliance with the
registration provisions of the Act including, without limitation, by
virtue of compliance with Rule 144 promulgated under the Act.
Signed this ________ day of ______________, ____________.
____________________________ _______________________________
Company Employee