Exhibit 10.22
Employment Agreement
This Employment Agreement ("Agreement") is entered into as of January 31, 2000
by and between Xxxxxx, Inc. a Nevada Corporation, ("Company") and Xxxxxx X.
Xxxx, Xx. ("Employee").
1. Commencement Date:
This Agreement shall commence on January 31, 2000.
2. Employment and Duties:
Employee is hired as Vice President, General Counsel and Chief Financial Officer
(CFO) and is elected to the Board of Directors. Employee will perform all duties
as General Counsel and Chief Financial Officer and will devote the necessary
time to perform these duties.
3. Term of Employment:
This term of this Agreement shall be one (1) year from the commencement date and
shall be renewable annually at the anniversary date unless sooner terminated as
provided for herein.
4. Compensation:
As full and complete compensation for Employee's services hereunder and all the
rights granted hereunder by Employee to Company and upon the condition that
Employee fully and faithfully perform Employee's services hereunder in
accordance with the terms and conditions of this Agreement, Company shall pay
employee:
A. 1,667.00 shares of Common Stock for each hour the employee performs
his duties for the Company including but not limited to travel time,
meetings, telephone conversations with outside parties, etc. until
such time as the Company has adequate net income and cash flow to
compensate employee (currently estimated between three (3) and six
(6) months);
B. When Company generates adequate net income and cash flow. Employee
shall be compensated on a combination of cash and/or stock to be
determined at that time;
C. If employee is successful in developing sales distribution, employee
will also be compensated 1 share of Common Stock for each $10.00 of
net sales generated up to a maximum of 1,000,000.00 Common Shares.
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D. If the Company should undergo a Reverse-Stock Split or other
dilutive transaction, Employee will be compensated with cash for the
difference between the FMV of the stock immediately prior to and
immediately after the dilutive transaction. Employee has the
election to purchase additional shares of stock after the dilutive
transaction with the cash proceeds received from the Company at a
share price equal to the average fair market value of the stock for
the preceding one (1) year.
E. Employee will also be given 10,000.00 shares as a member of the
Board of Directors.
F. Employee will be compensated monthly for these shares upon the
submission of a report detailing time spent for Xxxxxx, Inc.
G. Employee shall be paid via a Form 1099 for this effort. Employee
acknowledges he his aware of the tax consequences of such agreement
and Company acknowledges he may have to sell some of the shares to
pay such taxes if necessary.
1. Expense Reimbursement:
In addition to the compensation provided herein, Employee shall be reimbursed
for any reasonable travel expenses in the discharge of Employee's duties for
travel, hotel, entertainment and other expenses.
2. Death or Disability of Employee:
In the event of Employee's death or disability during the term of this
Agreement, this Agreement and the compensation due the Employee shall terminate
upon the death or disability and Company shall thereafter be required to make
payments only to Employee or Employee's estate, as the case may be, for all
amounts due to Employee as Compensation for the services of rendered hereafter
through the date of death or disability to the extent such amounts have not been
already paid.
Employee shall be deemed disabled if, in the opinion of Company, Employee is
unable to substantially perform the services required of Employee hereunder for
a period of 60 consecutive days or 60 days during any 90 day period. In such
event, Employee shall be deemed disabled as of such 60th day.
3. Restrictive Covenant:
During the term of this Agreement, Employee shall not provide services to or be
employed by any entity in competition to the Company.
4. Confidentiality:
Employee hereby acknowledges that during the term hereof, Company will disclose
to Employee confidential information pertaining to the business affairs of the
Company,
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including but not limited to, the customer lists and accounts and other similar
items indicating the sources of income and products of Company. Employee shall
not, at any time during or after the term of this agreement, disclose to any
third party or directly or indirectly make use of any such confidential
information and shall return to Company any proprietory information upon
termination.
5. Ownership of Material and Ideas:
Employee agrees that all material, ideas, and inventions pertaining to the
business of Company or of any of its customers, vendors, licensees or any other
person or entity associated or doing business with the Company, and the names,
addresses and telephone numbers of customers of Company, shall belong solely to
Company.
6. Fringe Benefits:
Employee may be entitled to fringe benefits in the future.
7. Termination:
Company may, without notice, terminate this Agreement and all of Company's
obligations hereunder for "cause". Termination by Company for "cause" shall mean
termination because of Employee's conviction of a felony or material refusal,
failure or neglect without proper cause to perform Employee's obligations under
this Agreement or material breach of any of Employee's fiduciary obligations as
an officer of the Company.
8. Insurance:
During the term of this Agreement, Company may at any time effect insurance on
Employee's life and/or health in such amounts and in such form as Company may,
in its sole discretion, decide Employee shall execute any documents or submit to
physical exams to effect such insurance.
9. Notices:
Any and all notices, demands or other communications shall be in writing and
delivered to the following addresses:
To Company: Xxxxxx, Inc.
0000 X. Xxxxx Xxxxxx Xxxx.
Xxxxxxx Xxxxx, XX 00000
(000) 000-0000
(000) 000-0000 (fax)
To Employee: Xxxxxx X. Xxxx, Xx.
0000 Xxxxxx Xxxxx Xxxx Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
Each of the parties is to notify the other of any change in address.
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10. Applicable Law:
This Agreement shall, in all respects, be governed by the laws of the State of
California.
11. Attorney's Fees:
In the event any action be instituted by a party to enforce any of the terms and
provisions contained herein, the prevailing party in such action shall be
entitled to such reasonable attorney's fees, costs and expenses.
12. Modifications and/or Amendment:
No amendment, change or modification of this Agreement shall be valid unless in
writing and signed by all of the parties hereto. Any such amendment, change or
modification signed on behalf of Company shall be accompanied by a certified
resolution with respect thereto of its Board of Directors.
13. Successors and Assigns:
All of the terms and provisions contained herein shall inure to the benefit of
and shall be binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
14. Entire Agreement:
This Agreement constitutes the entire understanding and agreement of the parties
with respect to the subject matter of this Agreement, and any and all prior
agreements, understandings or representations are hereby terminated and
cancelled in their entirety and are of no further force or effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first written above.
Xxxxxx, Inc.
By: Xxxxxx Xxxxxx, President and Chairman
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of the Board of Directors
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By: Xxxxxx X. Xxxx, Xx.
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