EMPLOYMENT AGREEMENT
This Employment Agreement dated May 1, 1999 is entered into by and between
Gateway Distributors LTD dab The Right Solution. (the "Company") a Nevada
Corporation, and Xxxxxxx X. Xxxxxx (the "Executive" and, individually a "Party"
and, collectively, the "Parties").
The Company wishes to assure itself of the continued services of the Executive,
and the Executive is willing to continue employment with the Company on a
full-basis, and upon the other terms and conditions herein provided.
In consideration of the mutual covenants contained herein, the Parties agree as
follows:
1. Employment - The Company agrees to employee the executive, and the Executive
agrees to remain in the employ of the Company under the terms and conditions
herein provided.
2. Position - During his employment hereunder, the Executive agrees to serve the
Company and the Company shall employ the Executive in such capacity may be
specified from time to time by the Board of Directors or the Chief Executive
Officer of the Company.
3. Term - The Executive's employment shall be one at will, to-wit: either the
Executive or the Company shall have the right to Terminate it at any time, with
or without cause, and without any liability or obligation of either Party to the
other except as may be expressly specified in this Agreement.
4. Compensation - The Company will pay the Executive a base salary agreed to by
the Board of $85,000 annually, payable in substantially equal semi-monthly
installments. During his employment with the Company, the Executive's salary
shall be reviewed periodically in accordance with Company policy and such review
may result in an increase or bonuses in said salary agreement. In the event the
Company does not have the ability to pay the annual salary the difference will
be made up with stock at one share for each dollar owed annually in the amount
of one share for each dollar owed the Executive. This stock will be issued by
January 31, 2000 of the following year. The Company will pay officers insurance
with coverage in the amount of $1,000,000 or more. In addition, all other
insurance and benefits offered to any of the Officers will be granted to the
Executive.
5. Termination of Employment
(a) A "Termination of Employment" shall be defined as any one of the
following: (A) retirement under the ordinary retirement program of the Company,
(B) disability of the Executive resulting in absence from his duties to the
Company on a full-time basis for over one year or (C) death of the Executive;
(ii) a material reduction in the responsibilities or title of the Executive or
the corporate amenities to which he is entitled or (iii) a reduction of the
Executive's cash compensation by more than 10% below the highest annual salary
from time to time in effect for the Executive.
(b) Following a Termination of Employment, the Company will pay the
Executive, subject to the provisions of Section 8 hereof and as severance pay or
liquidated damages, or both, for the "Severance Period" (as hereafter defined) a
supplemental monthly amount that, when combined with the Executive's earnings
from other employment will result in the Executive realizing gross aggregate
monthly earnings equal to one and a half times his highest annual earnings
during entire employment at the company. The "Severance Period" shall be a
period of consecutive months immediately subsequent to such termination by the
Company for sixty months. The Company has an option pay out of 85% of gross
earnings over the sixty month period with the concurrence of the Executive. In
the event of death of the Executive the surviving widow and/or family will
inherit all rights of this agreement.
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(c) During the Severance Period, the Executive shall continue in the
Company's insurance program, including long-term disability insurance, provided
he has not accepted other employment that provides comparable benefits. The
Executive's entitlement to benefit continuation pursuant to the Consolidated
Pmnibus Budget Reconciliation Act shall commence at the end of the Severance
Period.
6. Identification - The Company shall continue to indemnify the Executive
against all losses, including legal fees and expenses, arising from claims
against the Executive in connection with the Executive's good-faith execution of
his employment hereunder, to the fullest extent permitted by the Corporation
Code of the State of Nevada.
7. Post-Termination Obligations - All payments and benefits to the Executive
hereunder shall be subject to the Executive's compliance with the following
provisions during the applicability of this agreement and for one full year
after the expiration or termination hereof:
(a) The Executive shall, upon reasonable notice, furnish such
information and proper assistance to the Company or its affiliates the formation
or operations of any business intended to compete with the Company or its
affiliates, or the possible future employment of such other employee by any
business.
(b) The Executive will not discuss with any other employee of the
Company or its affiliates the formation or operations of any business intended
to compete with the Company or its affiliates, or the possible future employment
of such other employee by any business.
(c) The Company will pay for job search assistance not to exceed a
maximum of $15,000.
(d) Any public statements made by the Executive concerning the Company
or its affiliates, officers, directors, or employees shall be submitted for
approval in writing from the Company's public relations and legal staff.
8. Consolidation, Merger, Sale of Assets - This Agreement shall be binding upon
and inure to the benefits of the Executive and the Company and its successors
and assigns, including without limitation any corporation with or into which the
company may be consolidated, merged or to which the Company sells or transfers
all or substantially all of its assets.
9. Notices - Written notices required or furnished under this Agreement shall be
sent to the last know address of the Executive and Company. Notices shall be
effective on the first business day following receipt thereof. Notices sent by
mail shall be deemed received on the date of delivery shown on the return
receipt.
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11. Amendments - This Agreement may not be amended or changed, orally or in
writing except by the written agreement of the Parties.
12. Governing Law - This Agreement, and any disputes arising under or relating
to any provision of this Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
13. Confidentiality - All information provided by either Party to the other
hereunder, including the terms and conditions of the Agreement, shall be treated
by the Party receiving such information as confidential, and shall not be
disclosed by such Party to any party without the prior written consent of the
Party form which the information was obtained. This obligation of
confidentiality shall survive termination of this Agreement.
14. Severalbility - IF any one or more of the provisions contained in this
Agreement are held to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
15. Previous Agreements - This agreement, once executed by the parties, will
replace and supersede any and all previous employment agreement, either written
or verbal, between the parties.
16. Captions - All Section titles or captions contained in this Agreement are
for convenience only and shall not be deemed as part of this Agreement.
The parties hereto have executed this Agreement as of May 1, 1999.
Gateway Distributors LTD d.b.a. The Right Solution.
/s/ Xxxxxxx Xxxxxx
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By: Xxxxxxx Xxxxxx
President/CEO
/s/ Xxxxxxx X. Xxxxxx
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Executive: Xxxxxxx X. Xxxxxx
