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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, is made this 15th day of August, 2000,
By and between LandStar, a Nevada corporation, with its corporate office located
in Victoria, BC, Canada ("Employer"), and Xxxxxxx Xxxxx, an individual of 0000
Xxxxxx Xxxx, X. Xxxxxxxx Xxxxx, Xxxxx 00000 ("Employee").
RECITALS
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1. Employer desires to enlist the services of Employee as its Director of
Market Development and Employee desires to render such services.
2. Employee has executed this Agreement of his own free will and
judgement, free of undue influence, coercion or duress.
AGREEMENT
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1. EMPLOYMENT: Employer hereby employs Employee and Employee hereby
accepts employment with Employer upon the terms and conditions
contained herein.
2. TERMS: The terms of this Agreement shall commence on August 15, 2000
and shall continue for five (5) years unless sooner terminated in
accordance with the provisions of Paragraph 10 below.
3. FULL TIME EMPLOYMENT: Employee agrees to devote his full time and
effort to the performance of his duties under this Agreement and agrees
that he shall not engage in any other gainful occupation during the
term of his employment hereunder without the prior written consent of
the Employer.
4. POSITION AND DUTIES: Employee shall have such position and duties as
are customary to the position of Director of Market Development, or
such other similar services as shall be assigned to him from time to
time by Employer. As the Director of Market Development, Employee shall
have numerous responsibilities, including but not limited to: the
development and implementation of corporate strategies involving
product and market development; direct supervision of personnel
involved in the sale of company products; coordinate corporate
activities during the acquisition and development phase of business
operations; preparation and monitoring of product and market
development budgets.
5. COMPENSATION: Employee shall be paid annual compensation of at least
Ninety-Six Thousand ($96,000.00) Dollars, or such greater amount as may
be established by Employer, and said compensation shall be payable in
appropriate installments, less required withholding, according to the
regular payroll practice for salaried personnel of Employer. Employee
shall also receive 100,000 shares of common stock in the corporation,
which will be restricted pursuant to Rule 144.
6. BENEFITS: Employee shall receive and shall be subject to such fringe
benefits or fringe benefit programs as are from time to time
established by the Employer for, and uniformly applied to its Senior
Management. Such fringe benefits shall include the following:
(a) paid sick leave;
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(b) a benefits insurance package including hospital/medical, term
life, short and long term disability, and accidental death
coverage. The Employee recognizes that these coverage's may be
on a "co-pay" basis;
(c) paid holidays;
(d) twenty (20) days paid vacation annually, taken at the
discretion of the Employee;
(e) payment for appropriate professional memberships,
subscriptions, meetings and conferences as approved by
Employer; and as needed in order to perform in a proficient
manner;
(f) participation in any Senior Management Stock Option plan
approved by the Board of Directors;
(g) reimbursement of all reasonable expenses associated with the
Employer's decision to relocate the Employee to another
location;
7. BUSINESS EXPENSES: The Employer shall provide a business expense
account allowance for reasonable, ordinary and necessary expenses
incurred by Employee in the performance of his duties on behalf of
Employer, subject to Employee in the performance of his duties on
behalf of Employer, subject to Employee's prompt submission of proper
documentation for tax and accounting purposes and subject to the
approval by the Employer.
8. REPORTING: The Employee shall report to the Management Team, in his
capacity as an executive with the corporation, for purposes of
rendering his services under this Agreement.
9. CONFIDENTIALITY: Employee understands that, in performing duties
hereunder, Employee will, from time to time, have access to
information, which Employer considers to be confidential. In
recognition of this fact, Employee agrees not to use such information
or to disclose it to any third party during the term hereof or
following termination. All information shall be left with or returned
to Employer in the event of termination.
10. TERMINATION: This Agreement may be terminated under the following
circumstances, in the following manner, and subject to the following
terms and provision:
(a) This Agreement may be terminated by the Employer upon written notice to the
Employee in the event of his conviction of any criminal offense (other than
a traffic misdemeanor), or in the event of the Employee's failure to
perform his duties as set forth herein other than the inability to perform
his duties and responsibilities hereunder due to illness, injury or
disability.
(b) This Agreement may be terminated by the Employer upon written notice to the
Employee in the event the Employee becomes and remains disabled (defined as
meaning his inability to substantially perform his duties) for a continuous
period of one hundred eighty (180) calendar days;
(c) This Agreement may be terminated at any time upon the mutual agreement
of the Employee and the Employer;
(d) This Agreement may be terminated by the Employee upon sixty (60)
calendar days prior written notice to the Employer;
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(e) This Agreement shall terminate upon the death or retirement of the
Employee.
11. TERMINATION OF EMPLOYMENT WITHOUT CAUSE: Employer may terminate the
services of Employee hereunder without cause, and if Employer should
terminate the services of Employee without cause, except as provided
under Paragraph 10 (a), this Agreement shall terminate and the
Company's sole obligation shall be to compensate Employee as follows:
(a) Employer shall (I) continue to pay Employee his base salary, consistent
with the Employer's payroll practices for salaried employees, for the
remainder of the term of this Agreement, or for a one (1) year period,
which ever is lesser, (the "Severance Period"), (II) pay pro-rata
incentive or bonus payments to which Employee would have otherwise been
entitled pursuant to paragraph five (5) above and/or under the plans in
which Employee was a participant, and (III) continue to provide, under
the same terms and conditions, during the Severance Period all group
health and life insurance in effect at the date of termination,
provided that such coverage and benefits are not actually received by
Employee from other sources during the Severance Period, all of which
shall be reported by Employee to Employer.
(b) Employer will pay reasonable costs of outplacement services to be
provided by a qualified consultant selected by Employer. Any payments
made for such outplacement services shall not exceed an amount equal to
three (3) months of Employee's salary at the time of termination.
12. TERMINATION UPON SALE OF BUSINESS: Anything to the contrary not
withstanding, upon the occurrence of any of the following events, this
contract shall be considered terminated and the provision of paragraph
eleven (11) above shall apply:
(a) The Employer sells substantially all of its assets to a single
purchaser or to a group of associated purchasers; "substantially all of
its assets" being defined as more than eighty (80%) percent of its
assets as determined by the corporate accountant;
(b) At least two-thirds (2/3) of the outstanding capital shares of the
Employer are sold, exchanged, or otherwise disposed of, in one
transaction.
(c) The Employer elects to terminate its business or liquidate its assets;
or
(d) There is a merger or consolidation of the Employer in a transaction in
which the Employer's shareholders receive less than fifty percent (50%)
of the outstanding voting shares of the new or continuing corporation.
13. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of,
and be binding upon, the Employer, its successors and assigns,
including, without limitation, any corporation which may acquire all or
substantially all of the company's assets and business or into which
the company may be consolidated or merged, and the Employee, his heirs,
executors, administrators and legal representatives.
14. NOTICES: All notices permitted or required hereunder shall be in
writing and either by mail or personal delivery. If by mail, notice
shall be deposited in the United States mail, postage prepaid,
registered or certified mail, return receipt requested and addressed to
the party to whom notice is directed. If by personal delivery, notice
shall be personally delivered to the party to whom notice is directed.
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Notice shall be deemed effective on the date postmarked, if by mail, or
on the date of delivery, if personally delivered.
15. SEVERABILITY: The invalidity or unenforceability of any provision of
this Agreement shall not affect the Enforceability of validity of
remaining provisions and this Agreement shall be construed in all
respects as if any invalid or unenforceable provision were omitted.
16. WAIVER: No term, condition, covenant or provision contained in this
Agreement may be waived except in a writing signed by the waiving
party. No oral statements, course of conduct or course of dealing shall
be deemed a waiver. No waiver by any party hereto of any violation or
breach of this Agreement shall be deemed or construed to constitute a
waiver of any other violation or breach, or as a continuing waiver of
any violation or breach.
17. APPLICABLE LAW: This Agreement shall be interpreted, construed and
governed by the laws of the state of Nevada. The parties consent to the
jurisdiction of the Circuit Courts of Xxxxx County, State of Nevada.
18. CAPTIONS: The captions or headings to the various paragraphs contained
in this Agreement are for convenience only and shall to no extent
affect the meaning, scope or interpretation hereof.
19. COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which shall constitute one instrument.
20. BINDING EFFECT: This Agreement shall be binding upon and inure to the
benefit of the parties hereto as well as their respective heirs,
devisees, executors, administrators, personal representatives,
successors and assigns.
21. MERGER AND MODIFICATION: This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
and any prior discussions, negotiations and agreements between the
parties are merged herein. No amendment or modification of this
Agreement shall be enforceable except if in writing and signed by the
party against whom enforcement is sought.
22. WORDS IN GENDER OR NUMBER: Unless the context clearly indicated the
contrary, the singular number, as used herein, shall include the
plural, the singular and the use of any gender shall be applicable to
all genders.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
In the Presence of: EMPLOYER
LANDSTAR
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By:/s/ D. Xxxxx Xxxxxxx
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Its: President
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Employee
