Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement is entered into this 2nd, day of April, 2003 by and between
MILLENIUM HOLDING GROUP, INC., a Nevada Corporation (MNHG) and Xxxxxxx X. Xxx of
Xxxxxxxxx, Nevada (EMPLOYEE). In consideration of the mutual covenants contained
herein MNHG and EMPLOYEE agree as follows:
SECTION I - EMPLOYMENT
MNHG hereby appoints the EMPLOYEE as President and Chief Executive Officer
(CEO) of Millenium Holding Group, Inc. with all the powers and duties consistent
with such position. The EMPLOYEE hereby accepts said appointment and agrees to
be employed subject to the terms and conditions contained herein.
SECTION II - TERM
Unless otherwise terminated pursuant to Section V of this Agreement, the
term of employment hereunder shall be for a period of five (5) years from the
date hereof, with automatic annual renewal each year unless cancelled by either
party within sixty (60) days of the anniversary date.
SECTION III - DUTIES
The EMPLOYEE shall perform to the best of his abilities all duties
necessary to meet his obligations as the President and CEO of Millenium Holding
Group, Inc. Said obligations consist of, but are not limited to, all facets of
operations in all the areas necessary to improve and expand the business of
MNHG. The EMPLOYEE shall devote all of his time, energy and skill during regular
business hours to such employment. He shall be under the direction of the Board
of Directors of MNHG and shall report directly to said Board.
SECTION IV - COMPENSATION
1. Salary - EMPLOYEE'S base salary shall be $300,000 per annum with annual
increases of 10%.
2. Medical/Dental - MNHG shall, at a nominal cost ($50.00 monthly) to
EMPLOYEE, enroll the EMPLOYEE and dependents in the Company's comprehensive
medical/dental insurance plan, short-term disability and group life
insurance (1 x annual salary), which will become effective thirty (30) days
from the date of hire. All above plans include EMPLOYEE'S dependents as
defined in said plans. EMPLOYEE will be reimbursed for an annual physical
each year by the Company.
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3. Pager and cell phone - Shall be provided for reasonable and customary
business use.
4. Bonus - EMPLOYEE shall receive a bonus of one percent (1%) of the pre-tax
profits of Millenium Holding Group, Inc. in an amount not to exceed
one-year salary. Said bonus may be paid in stock, cash or a combination
thereof.
5. Paid Holidays - Nine (9) per calendar year.
6. Vacation - EMPLOYEE shall be entitled to four (4) weeks vacation the first
year, five (5) weeks the second year and thereafter.
7. Stock Options - EMPLOYEE shall be entitled to purchase a number of shares
of the common stock (restricted pursuant to Rule 144) of MILLENIUM HOLDING
GROUP, INC. for each dollar of compensation received during that year. The
option will be at a strike price of two dollars ($2.00) per share. The
underlying shares shall have "piggyback" rights of registration. These
stock options will terminate one (1) year from the date the EMPLOYEE is no
longer employed by the Company.
8. Travel and Entertainment expenses shall be reimbursed by MNHG per company
policies.
9. Personal Leave - Twelve (12) days per year on accrual basis, to become
effective thirty (30) days from date of hire.
10. 401(k) - You will be eligible to participate in MNHG'S 401(k) program to be
established.
11. Stock Incentive Program - You will be eligible to participate in MNHG's
Stock Incentive Program to be established.
12. Key Man Life Insurance - The Company may carry key man life insurance on
EMPLOYEE in such an amount as may be required. EMPLOYEE'S beneficiary(s)
shall receive directly at least 25% of the amount with a minimum of
$1,000,000 face amount payable. Split dollar may be used to offset some of
the costs and achieve tax advantages to the Company and EMPLOYEE, if any.
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13. Vehicle - A vehicle shall be provided at the Company's expense (including
insurance, licensing, taxes, etc.) to EMPLOYEE at the earliest feasible
time.
14. Club Membership - The EMPLOYEE shall be provided a country club membership
at Company expense. To establish and maintain company relationships and
image, the Company will also reimburse or pay for customers, clients,
business associates, others, and other club facility usage the EMPLOYEE
utilizes.
15. Deferred Compensation - A secured deferred compensation agreement will be
provided to the EMPLOYEE. The amount of compensation will amount to 10% of
EMPLOYEE'S annual base salary.
SECTION V - TERMINATION
1. MNHG may terminate this Agreement without cause, however, in said case MNHG
shall be liable under the terms of this Agreement through its remaining
years.
2. For purposes of this Section V, "Cause" shall be defined as: 1) habitual
intoxication or drug addiction; 2) conviction of a felony; 3) material
violation of any rules or regulations of general application established by
employer; 4) commission of an act by EMPLOYEE of fraud, theft, deceit,
dishonesty or conflict of interest; or 5) EMPLOYEE'S failure to
satisfactorily perform any of his material agreements, duties or
obligations set forth herein, after notice thereof in writing from
employer.
SECTION VI - CONFIDENTIALITY AND NON DISCLOSURE
1. EMPLOYEE, except as authorized by MNHG in writing, shall hold all
confidential information in trust and confidence for MNHG and agree not to
disclose such information to anyone outside of MNHG or use such information
for the benefit of anyone other than MNHG, either during or after his
employment with MNHG. Said confidential information shall include without
limitation, any and all information concerning (i) processes, formulas,
trade secrets, innovations, inventions, discoveries, improvements, research
or development and test results, specifications, data, and know-how; (ii)
marketing plans, business plans, strategies, forecasts, unpublished
financial information, budgets, projections, product plans and pricing;
(iii) personnel information, including organizational structure, salary,
and qualification of EMPLOYEES; (iv) customer and supplier information,
including identities, product sales and purchase history or forecasts and
agreements; and (v) any other information which is not known to the public.
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2. EMPLOYEE further agrees to promptly deliver to MNHG on termination of his
employment or at any time it may so request, all memoranda, notes,
notebooks, records, reports, manuals, drawings, blueprints and other
documents or things belonging to MNHG, including all copies of said
materials, which I may then possess or have in my custody or under my
control. The rights and obligation of this paragraph and paragraph 1 of
this section shall survive and continue after any expiration or termination
of this Agreement or of EMPLOYEE'S employment with MNHG so long as the
information specified in this and the preceding paragraph remain
confidential.
3. EMPLOYEE agrees that he will not use or disclose any confidential
information belonging to his former employer(s) during his employment with
MNHG nor will said EMPLOYEE bring onto the premises of MNHG any documents,
files, records or other property belonging to EMPLOYEE'S former employer.
4. MNHG has received and in the future will receive from third parties their
confidential information subject to a duty by MNHG to maintain the
confidentiality of said information. EMPLOYEE agrees that he owes MNHG and
said third parties a duty to hold all said confidential or proprietary
information in confidence and not to disclose it to others or to use it for
the benefit of anyone other than for MNHG or said third party.
SECTION VII - INVENTIONS, PATENTS, TRADE SECRETS AND COPYRIGHTS
EMPLOYEE agrees that all inventions, copyrightable works and confidential
information (including but not limited to new contributions, improvements, ideas
or discoveries, whether patentable or not and computer source code and
documentation) produced, conceived, made or first actually reduced to practice
by EMPLOYEE solely or jointly with others during the period of EMPLOYEE'S
employment with MNHG (the foregoing are subsequently referred to as Creative
Work(s), are hereby assigned to MNHG and shall be the exclusive property of
MNHG. EMPLOYEE further agrees as follows:
(a) promptly disclose in detail all Creative Works to MNHG;
(b) at the request of MNHG, sign and provide any and all documents,
testimony or any other assistance that is reasonably necessary to
assign, file, register or otherwise secure to MNHG exclusive rights to
Creative Works in the United States and all other countries;
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(c) accept the salary for his services as his sole compensation for the
assignment to MNHG of all rights to Creative Works and other rights
granted to MNHG under this Agreement. In case any invention is
described in a patent application or is disclosed to third parties by
EMPLOYEE after terminating employment with MNHG, it is to be presumed
that the invention was conceived or made during the period of
EMPLOYEE'S employment with MNHG, and the invention will be assigned to
MNHG as provided by this Agreement, provided it relates to EMPLOYEE'S
work with MNHG or any of its subsidiaries or divisions. Any Creative
Works made by EMPLOYEE prior to his association with MNHG and without
the confidential information and/or resources of MNHG shall not be
subject to the assignment provision of this Agreement; and
(d) waive any and all "moral rights" which EMPLOYEE may have to such
Creative Works, and to assign all such "moral rights" to MNHG. "Moral
Rights" mean any rights to claim authorship of a Creative Work, to
object to or prevent the modification of any Creative Work or to
withdraw from circulation or control the publication or distribution
of any Creative Work, and any similar right, existing under judicial
or statutory law of any country in the world, or any treaty,
regardless of whether or not such right is denominated or generally
referred to as "moral right".
SECTION VIII - NON-SOLICITATION OF EMPLOYEES
During EMPLOYEE'S employment with MNHG and for a period of one (1) year
after the termination of said employment for any reason, EMPLOYEE shall not
either directly or indirectly solicit, induce, recruit or encourage any of the
EMPLOYEES of MNHG to leave their employment or take away such EMPLOYEES, or
attempt to solicit, induce, recruit, encourage or take away EMPLOYEES of MNHG,
either for EMPLOYEE or for any other person or entity.
SECTION IX - NON COMPETE
While in the employ of MNHG and thereafter for a period of one (1) year,
EMPLOYEE shall not in any manner, directly or indirectly, interfere or attempt
to interfere with the business, goodwill, trade, customers or EMPLOYEES of MNHG
or anyone dealing with MNHG. EMPLOYEE, while an EMPLOYEE, and thereafter shall
not communicate or divulge, or use for his benefit or any person, firm,
association or corporation, without the prior written consent of MNHG, any
confidential information, or other confidential matters possessed, owned or used
by MNHG.
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All confidential information EMPLOYEE shall use or prepare or come in
contact with while an EMPLOYEE of MNHG, regarding the business of MNHG, shall
remain the sole property of MNHG.
SECTION X - NOTICE
All notices shall be in writing and mailed, sent by facsimile transmission
or hand delivered to:
EMPLOYEE:
Xxxxxxx X. Xxx
00 Xxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
EMPLOYER:
Board of Directors
Millenium Holding Group, Inc.
00 Xxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
SECTION XI - ASSIGNABILITY
This Agreement shall inure to the benefit of MNHG'S assigns or successors
whether through a change of stock control or a partial or complete sale of
assets including but not limited to an acquisition or merger.
SECTION XII - GENERAL PROVISIONS
1. The laws of the State of Nevada govern this Agreement. If one or more of
the provisions in this Agreement is deemed void by law, then the remaining
provisions will continue in full force and effect.
2. EMPLOYEE acknowledges that this is the sole Agreement between he and MNHG
with respect to the subject matter contained herein, and he has not relied
upon any representation or promise not expressly stated herein.
3. Any modification to this Agreement can only be made in writing executed by
the EMPLOYEE and the Board of Directors of MNHG.
IN WITNESS WHEREOF, Xxxxxxx X. Xxx (EMPLOYEE) and Millenium Holding Group,
Inc. (MNHG) have executed this Agreement as of the date first above written.
MILLENIUM HOLDING GROUP, INC. XXXXXXX X. XXX
By:
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Xxxxx Xxxxxxxxxx, Secretary
