EXHIBIT 10.3
EMPLOYMENT AGREEMENT
It is this 8th day of April, 1998 agreed by and between Carnegie International
Corporation, with an office and place of business at 00000 XxXxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxxxx Plaza III, Xxxx Valley, MD., 21031 (hereinafter called
"Corporation"), duly authorized by its Board of Directors, and Xxxxx Xxxxx
(hereinafter called "Employee").
Corporation desires to employ Employee and Employee agrees to be so employed in
the capacity of Corporate Secretary of the Corporation under the terms and
conditions set forth herein and Employee desires to be so employed.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Employment. Corporation agrees to employ Employee and Employee agrees to be
so employed in the capacity of Corporate Secretary. Heretofore, employee has
served as Secretary, and briefly as Acting Treasurer, but without an
employment contract.
2. Term. Employment shall be for a term of one (1) year commencing on April 8,
1998, unless the Employee shall have received written notification from the
Board of Directors of Corporation that this Employment Agreement will not be
renewed at least 90 days prior to its expiration, then this Agreement shall
be extended, without further formalities, on the same terms and conditions.
3. Salary. Corporation shall provide to Employee as a compensation for his
services $75,000.00 compensation.
4. Insurance Benefits. The Corporation shall maintain medical and dental
insurance programs. The Corporation shall pay 100% of the expense incurred
for these for the Employee and his family.
5. Additional Compensation. A performance bonus shall be paid annually. The
bonus will be determined and based upon the net profits of the Corporation
for each year. Employee will be entitled to a company automobile.
6. Stock Options. Employee shall have the option of purchasing 250,000 shares
of common stock of the Corporation at the bid price on the date of this
agreement, or $.45 per share. These shares shall be part of a qualified
stock option plan if one has been established by the Corporation at the time
of the exercise of the option. These options must be exercised no later than
12/31/01 or the option will become void. In addition, employee shall have
the right to purchase an additional 100,000 shares to be issued by the
Corporation at $.10 per share upon the Corporation successfully completing
an Offering of 5,000,000 shares of Corporate stock or $5,000,000, whichever
is lower. These shares will be part of an unqualified option plan.
7. Expenses. Reimbursement. The Corporation shall reimburse Employee for all
reasonable and necessary expenses incurred in carrying out his duties under
this Agreement. Employee shall present to the Corporation an itemized
account of such expenses in any form required by the Corporation.
8. Termination. This Agreement may be terminated for the following reasons:
(a) For Cause: Corporation may terminate this Agreement for cause because
of Employee's gross and intentional failure to perform the duties of
Corporate Secretary.
(b) Disability: Employer shall have the right to terminate this Agreement
on 30 days notice to Employee if, because of mental or physical
disability Employee shall be determined by competent medical authority
to be incapable for a period of 90 days from fully performing any or
all of his obligations of his position within the Corporation. In this
event Corporation's obligations under this Agreement shall terminate
52 weeks after the determination of such disability.
(c) Convenience of the Corporation: In the event Employee's employment is
terminated by the Corporation for reasons of convenience of the
Corporation and not due to any cause as provided above, the
Corporation agrees to provide to Employee written notice 90 days prior
to the effective date of termination plus six (6) months salary to the
balance of salary due under the terms of this Agreement.
9. Indemnity. Corporation shall indemnify Employee and hold him harmless for
all acts or decisions made by him in good faith while performing services
for the Corporation. Corporation shall use its best efforts to obtain
insurance coverage for him covering his acts or decisions during the term of
his employment against lawsuits. Corporation shall pay all expenses
including attorneys fees actually and necessarily insured by Employee in
connection with the defense of such act or decision in any suit or
proceeding and in connection with any related appeal including the cost of
settlement.
10. Notices. All Notices required or permitted to be given under this Agreement
shall be given by certified mail, return receipt requested, to the parties
at the following addresses or to such other addresses as either may
designate in writing to the other party.
If to the Corporation:
Carnegie International Corporation
11350 XxXxxxxxx Rock, Suite 1001
Executive Plaza III
Xxxx Xxxxxx, XX 00000
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If to Employee:
Xxxxx Xxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
11. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Maryland.
12. Entire Contract. This Agreement constitutes the entire understanding and
agreement between the Corporation and Employee with regard to all matters
herein. There are no other agreements, conditions, or representatives, oral
or written, express or implied, with regard thereto. This Agreement may be
amended only in writing, signed by both parties.
13. Headings. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
14. Binding Effect. The provisions of this Agreement shall be binding upon the
inure to the benefit of both parties and their respective successors and
assigns.
In Witness Whereof, Corporation has by its appropriate officers, signed and
affixed its seal and Employee has signed and sealed this Agreement.
ATTEST CARNEGIE INTERNATIONAL CORPORATION
/s/ By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
WITNESS EMPLOYEE
/s/ By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
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