Exhibit 10.1
ORDERPRO LOGISTICS, INC.
XXXXXXX X. XXXXXXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made by and between ORDERPRO LOGISTICS, INC. ("Employer"), a
Nevada corporation located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxx 00000, and
XXXXXXX X. XXXXXXXXX ("Employee") of 0000 X Xxxxxx Xxxx, Xxxxx 000, Xxxxxx
Xxxxxxx, 00000.
WHEREAS the Employer is engaged in the business of providing logistics services
in North America; and
WHEREAS the Employer desires to obtain the services of the Employee in the
position of Chief Executive Officer; and
WHEREAS the Employee is willing to accept this position and is free to enter
into this agreement in that it does not conflict with any other agreement now in
force;
IT IS AGREED AS FOLLOWS:
1. TERM: This Employment Agreement begins on the 1st day of January 2003 and
continues for three (3) years until January 1, 2006, and may be renewed
thereafter unless terminated as hereinafter provided or until the
Employee's death or retirement.
2. SCOPE OF EMPLOYMENT: The Employee agrees to accept the duties involved in
carrying out the position of Chief Executive Officer. The Employee shall
perform to the best of his abilities all duties necessary to meet his
obligations as the Chief Executive Officer. Said obligations consist of,
but are not limited to, operations as it concerns manufacturing, marketing
and all areas necessary to improve and expand the business of the company.
The Employee shall be under the direction of the Board of Directors and
shall report directly to the Board of Directors.
3. COMPETITION: The Employee will devote his best efforts on a full-time basis
to the Employer's business and will not engage in any employment or
enterprise detracting from this goal or competing with the Employer.
4. COMPENSATION: Employee shall receive an annual base salary of not less than
$195,000.00 payable in such installments as the Employer has in effect, but
not less than monthly. This compensation is guaranteed by Employer
throughout Employee's employment and is subject to review for salary
increases on an annual basis. Employee shall have an option for 500,000
shares of OPLO stock to be executed after one year of continuous
employment.
5. OTHER COMPENSATION: The Employee shall receive a benefit package including
a. Health insurance coverage
b. Three weeks per year paid vacation
c. Reimbursement for travel and entertainment expenses
d. Other executive fringe benefits as agreed.
6. TERMINATION: Employee's employment hereunder may be terminated upon the
occurrence of any of the following events:
a. Notice By Employer. Termination of employment shall be effective
immediately upon written notice with cause to Employee. The term
"cause" shall include
(i) The continued failure of Employee to perform his duties for the
Employer (other than by reason of illness) after a demand for
performance was delivered to Employee that specifically
identified the manner in which the Employer believed that
Employee had failed to perform his duties, and Employee failed to
resume substantial performance of his duties on a continuous
basis within thirty (30) days.
(ii) Use of alcohol or other drugs by Employee in such a manner as to
substantially interfere with the performance of Employee's duties
for the Employer.
(iii)Conduct by Employee that is demonstrably and materially
injurious to the Employer, monetarily or otherwise.
(iv) Conviction of Employee of a felony or misdemeanor that, in the
reasonable judgment of the Board of Directors of the Employer, is
likely to have a materially adverse effect upon the business or
reputation of Employee or Employer, or that substantially impairs
Employee's ability to perform his duties for Employer.
(v) Breach by Employee of any agreement with the Employer concerning
non-competition or the confidentiality of trade secrets or
proprietary or other information.
b. Notice By Employee. Termination of employment shall be effective
fourteen (14) days after written notice with or without cause to the
Employer.
c. Death. In the event of the Employee's death.
d. Disability. In the event of the disability of Employee. For purposes
of this Agreement, the term "disability" shall be defined in a manner
consistent with the Employer's disability policy or, if no disability
policy is in effect, the term "disability" shall mean the inability of
Employee to perform his duties under this agreement as a result of
mental or physical illness, or other incapacity, for a period in
excess of one hundred eighty (180) substantially consecutive days.
7. NONDISCLOSURE & NONCOMPETITION: Employer has an established list of
Customers, those with which it is now doing business and has done business
within the last twelve (12) months, and new customers as developed by the
Employer or its Employees.
a. At all times while this Agreement is in force, and after its
expiration or termination, the Employee agrees to refrain from
disclosing the Employer's Customer lists, trade secrets, contracts
with Customers, contracts with Third-Party Vendors, or other
confidential material. The Employee will have access to all of
Employer's Third-Party contracts, sources, pricing and Customer's
confidential information.
b. After termination of employment, the Employee agrees not to compete
with Employer for a period of twelve (12) months, and agrees not to
contact or solicit any of the Employer's Customers, as defined above,
for any purpose that would be competing with the Employer. The
Employee further agrees not to directly or indirectly own, manage,
operate, be employed by, participate in, or be connected in any manner
with the ownership, management, operation or control of any business
operation or segment of any business operation engaged in the same or
similar segment of any business or similar activity as the business
activity as described above.
c. The Employee acknowledges that the restrictions contained in this
restrictive covenant are reasonably required for the protection of the
Employer's legitimate business interests and that the restrictions do
not impose undue hardship on him. The Employee acknowledges that the
breach of this covenant will result in damages to the Employer that
are difficult to ascertain. Therefore, in the event of a breach of
this covenant the Employer, its assigns or successors shall be
entitled to obtain an order or injunction restraining the Employee,
and other persons or entities subject to its control, from further
breach of this covenant, which remedy shall be in addition to and not
in lieu of any remedy at law by way of damages to which the Employer
may be entitled against the Employee, plus any reasonable attorney's
fees in conjunction with this matter.
8. OWNERSHIP OF INTELLECTUAL PROPERTY: Notwithstanding anything contained
herein to the contrary, the Employer shall be entitled to the sole benefits
of any inventions, improvements, Internet site development, customer lists,
plant, machinery, processes, and all patents for the same; as well as
customer lists, vendor contracts, trade secrets or other things used in the
business of the Employer that may be made or discovered by Employee while
he is employed by the Employer if arising out of his activities, knowledge
or experience gained while in the employment of the Employer.
9. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not invalidate or render unenforceable any other provision
of this Agreement.
10. GOVERNING LAW: This Agreement shall be governed by the laws of the State of
Arizona.
11. BINDING EFFECT: This Agreement shall be binding upon and inure to the
benefit of (1) Employee, and (2) the Employer and its successors and
assigns.
12. ENTIRE AGREEMENT AMENDMENT: this instrument contains the entire agreement
of the Employer and Employee. It may not be changed orally, but may be
changed only by an Agreement in writing signed by both parties.
DATED this 1st day of January 2003.
AGREED TO BY:
OrderPro Logistics, Inc. Xxxxxxx X. Xxxxxxxxx
Employer Employee
/s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxxx
