EXHIBIT 10.2
COMPENSATION PLAN AGREEMENT
AGREEMENT made this 3rd day of January, 2001 between TrimFast Group,
INC. (hereinafter referred to as the "Company") and Xxxx Xxxx(hereinafter
referred to as the "Employee").
RECITALS
WHEREAS, the Company is currently engaged in the nutraceutical
business; and
WHEREAS, the Employee currently serves as the Company's chief
financial officer; and
WHEREAS, the Company wish to be assured of the continued association
and services of the Employee in order to facilitate planning and execution of
the Company's business in the most orderly and efficient manner and is therefore
willing to engage Employee's services upon the terms herein contained;
NOW, THEREFORE, in consideration of the foregoing recitals and of the
promises and conditions herein contained, it is agreed as follows:
1. TERM OF EMPLOYMENT
The Company hereby employs the Employee and Employee hereby accepts
employment with the Company as its chief financial officer for a period
commencing on the date of execution of this Agreement and continuing for a
period of one year. It may be renewed for additional one year terms on the
agreement of the parties.
2. DUTIES OF EMPLOYEE
The Employee shall do and perform all services, acts, or things
necessary or advisable to serve as the Company's chief financial officer
including but not limited to strategic planning, marketing, product development,
finance and human resources. The employee however shall at all times be subject
to the direction of the Board of Directors.
The Employee agrees that to the best of Employee's ability and
experience, Employee will at all times loyally and conscientiously perform all
of the duties and obligations required of Employee either expressly or
implicitly by the terms of this Agreement, and devote as much time and efforts
to the Company's business as needed but in no event less than 35 hours per week.
3. CONFIDENTIALITY
Without the prior written consent of the Board of Director during the
term of this Agreement, the Employee may have access to trade secrets, know how,
formulae, customer and price lists all of which are valuable, special,
proprietary and unique assets of the Company. The Employee agrees that all
knowledge and information which Employee shall acquire during the term of this
Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the Company, its successors and assigns, and Employee agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time the Company
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to the Employee or otherwise obtained by the Employee. However,
the foregoing provision shall not prohibit the Employee from engaging in any
work at any time following the termination of this Agreement which does not
conflict with the terms of this Agreement.
4. COMPENSATION OF EMPLOYEE
(a) As compensation for services hereunder, the Employee shall
receive the following compensation:
i. An annual salary of $65,000.
ii. 100,000 shares of the Company's common stock one half of
which is to be registered on Form S-8.
(b) Employee shall also be entitled to participate in such employee
benefit programs as offered by the Company to other Employees.
(c) The Employee shall also be reimbursed for out-of-pocket expenses
incurred by the Employee in the performance of his job responsibilities.
4. TERMINATION. The initial term of this Agreement shall commence as of
the date of this Agreement, and shall continue for a period of one year unless
terminated sooner as hereinafter provided. The Company shall have the right to
terminate this Agreement for good cause on five (5)days prior written notice to
Employee. If such termination is for good cause, a notice of termination
specifying the nature of the good cause shall be given Employee.
5. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
(a) DISABILITY shall mean Employee's inability caused by mental or
physical illness to satisfactory perform his obligations and duties hereunder
for a consecutive period in excess of 60 days during the term of this Agreement
or for a period of 120 days out of a total of 180 work days
(b) GOOD CAUSE Shall mean the occurrence of either of the
following:
i. The Employee's conviction of, or pleas of guilty or no
lo contendre to, a felony conviction or a crime of falsehood or
involving moral turpitude; or
ii. The failure of the Employee to substantially perform
duties for the Employer, other than a failure resulting from the Employee's
incapacity as a result of disability.
If the Employee's employment is terminated for cause, all rights of
the Employee under this Agreement shall cease as of the effective date of this
termination, except that the Employee (i) Shall be entitled to receive the
payments and benefits to which the Employee is then entitled under the employee
benefit plans of the Employer or any affiliate thereof as of the date of
termination.
6. NOTICE. All notices or other communications which are required or
which may be given pursuant to the terms of this Agreement shall be in writing
and shall be delivered personally (and receipted for) or by registered or
certified mail, postage prepaid, return receipt requested. Any such notice shall
be deemed effective when personally delivered or five (5) days following its
deposit in the United States mail as specified.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes any
prior agreements or understandings respecting such subject matter. Employee
shall not assign any right hereunder, nor delegate any obligation, and any
purported assignment or delegation by Employee shall be void. Any modification
of this Agreement must be in writing and executed by both parties to this
Agreement.
8. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida with venue for any matter in
those courts where jurisdiction is vested for the Employer's principal place of
business. In the event of any dispute arising under this Agreement, the
prevailing party shall be entitled to recover all costs including reasonable
attorneys' fees.
10. SEVERABILITY. If any provision of this Agreement is for any
reason determined to be invalid or unenforceable, such determination
shall not affect the validity or enforceability of any other provision
hereof.
11. RECITATIONS. The recitations set forth at the beginning of
this contract are true and correct and the parties executing this
document are fully authorized to do so.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above.
TRIMFAST GROUP, INC. EMPLOYEE
BY: /s/ Xxxxxxx Xxxxx /s/ Xxxx Xxxx
--------------------------------- ---------------------------------
Xxxxxxx Xxxxx, President Xxxx Xxxx
