EXHIBIT 10.20 to 10-QSB
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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (Agreement) is made and entered into effective as of
April 1, 2004, by and between Prologic Management Systems, Inc., an Arizona
corporation (the "Company"), and Xxxxx X. Xxxx, an individual ("Executive").
WHEREAS, Company is desirous of employing Executive and Executive is desirous of
accepting employment as President and Chief Executive Officer;
WHEREAS, the parties have reached agreement on the terms of employment;
NOW THEREFORE, in consideration of the mutual promises and terms and conditions
set forth below, the parties agree as follows:
1. Position and Duties
The Company hereby employs Executive and Executive hereby accepts employment
with the Company for the Employment Period as President and Chief Executive
Officer of the Company (or an alternative executive officer position if there is
a restructuring of the Company, or their subsidiaries or affiliates), reporting
directly to the Board of Directors of the Company. Executive shall perform such
duties in said position as may be reasonably specified from time to time by the
Company's Board of Directors (the "Board") or their designated representatives`
for the Company, its subsidiaries and affiliates. It is understood that
Executive will use his best efforts to perform his duties in the manner directed
by the Board.
2. Compensation and Other Benefits
Executive shall receive a base salary of $120,000 per year, and four (4) weeks
of vacation per year. Executive and the Board may modify such base salary to
accommodate the Company's cash flow needs. All such modifications shall be
agreed to in writing and executed by both parties. In addition, Executive shall
be eligible for participation in any performance based bonuses or options that
the Board of Directors may determine appropriate.
Executive shall submit documentation of business expenses in accordance with the
Company's reimbursement policies and procedures. Vacation benefits will increase
as described in the Company's Employee Manual.
Executive shall be eligible to participate in such health, pension, and
insurance plans and programs as the Company now or in the future may maintain
for the benefit of its Executives, subject to and in accordance with the terms
of the applicable benefit programs in effect from time to time.
3. Employment Period and Termination
Employment hereunder is at will and without a defined employment period. Either
party may terminate this Agreement at any time upon 15 days written notice to
the other party, without breach or any other cause for such termination;
provided however that the Company may terminate Executive for cause without
notice. Regardless of any such termination, any compensation earned by Executive
prior to his termination shall be payable as provided hereunder.
4. No Assignment
This Agreement may not be assigned by a party without the written consent of the
other party. This Agreement shall be binding on the heirs, executors,
administrators, personal representatives' successors and assigns of Executive
and the Company.
5. Dispute Resolution
Except as specifically excluded herein, any dispute, claim or controversy of any
kind that relates in any way to Executive's employment with the Company or the
termination of employment, including any dispute over the arbitrability of any
matter under this Agreement ("Claim") that Executive may have against the
Company, its officers, directors, Executives, agents, or representatives, or
that the Company may have against Executive, shall be submitted to final,
binding arbitration before a single neutral arbitrator who is an attorney
admitted to practice in the State of Arizona. The parties to arbitration shall
mutually select the Arbitrator not later than thirty days after service of a
demand for Arbitration. If the parties for any reason do not mutually select an
Arbitrator within this time period, then either party may apply to any court of
competent jurisdiction to appoint the Arbitrator. The Arbitrator shall apply the
substantive federal, state or local law (and statute of limitations) governing
any Claim submitted in arbitration. In ruling on any Claim, the Arbitrator shall
have the authority to award only such remedies or forms of relief provided for
under the substantive law governing such Claim. Any award rendered therein shall
be final and binding on each of the parties, and judgment may be entered in any
court of competent jurisdiction. The costs of arbitration shall initially be
borne equally by the parties, but the losing party shall pay the prevailing
party's costs and advances for such costs. The only claims and disputes excluded
from this arbitration provision shall be claims for monetary damages, injunctive
relief, claims of unemployment or disability compensation, claims under any
Executive benefit plan that provided its own non-judicial dispute resolution
procedure, and claims or disputes filed and finally adjudicated in any criminal
or administrative forum that is not legally subject to the terms of this
Agreement. In the event any action is brought by a party to enforce the terms
hereof, the prevailing party shall be entitled to its attorneys' fees and costs.
6. Entire Agreement and Waiver
This Agreement and the other agreements and documents referenced herein
constitute the entire Agreement between the parties related to Executive's
employment. It supersedes all prior agreements, arrangements, negotiations and
understandings related thereto. No waiver of any term, provision or condition of
this Agreement shall be deemed to be, or shall constitute a waiver of any other
term, provision or condition herein, whether or not similar. Any such waiver
shall be binding unless in writing and signed by the waiving party.
7. Amendments
No supplement, modification or amendment of any term, provision or condition of
this Agreement shall be binding or enforceable unless evidenced in writing and
executed by both parties hereto.
8. Notices
All notices required by this Agreement shall be in writing and shall be
delivered by personal delivery, facsimile or U.S. Mail. If by mail, to Executive
at his last home address on record with the company, and to the Company at its
business address. Notice by mail shall be via Certified Mail and deemed
delivered two business days after mailing.
9. Applicable Law
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Arizona.
10. Reformation and Severability
If any provision of this Agreement is declared invalid by any tribunal, then
such provision shall be deemed automatically adjusted to the minimum extent
necessary to conform to the requirements for validity as declared at such time,
and, as so adjusted, shall be deemed a provision of this Agreement as though
originally included herein. In event that the provision invalidated cannot be so
adjusted, the provision shall be deemed deleted from this Agreement as though
such provision had never been included herein. In either case, the remaining
provisions of this Agreement shall remain in full force and effect.
11. No Inducement
Executive acknowledges that he has not relied on any inducement to enter into
this Agreement except as set forth by the terms hereof.
12. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
13. Interpretation
Both parties have participated in the negotiation and drafting of this Agreement
through counsel of their choice. Accordingly, this Agreement shall be
interpreted based on its terms and provisions and without reliance on any
presumption for or against either party as a drafter.
WHEREFORE, the parties have executed this Agreement effective as of the date
first set forth above.
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Executive
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx, Board of Directors
Executive Committee
