EXHIBIT 6.1
EMPLOYMENT CONTRACT BETWEEN FLEETCLEAN SYSTEMS, INC. AND
XXX XXXXXXXX
State of Texas SS.
SS.
COUNTY OF LIBERTY SS.
Fleetclean Systems, Inc. ("Employer") and Xxx Xxxxxxxx ("Employee"), for
good and valuable consideration and in exchange for the mutual promises and
covenants exchanged one unto another, the parties hereby agree to the following
Employment Contract:
1. COMPENSATION
Employer agrees to pay Employee, during the term of this Agreement, a
salary of Nine Thousand and No/100 Dollars ($9,000.00) per month plus an amount
equal to 10% pretax profit of Employer. Employee will receive his salary,
payable in two (2) equal installments on the fifth (5th) and twentieth (20th) of
each month during the term of this Agreement. The bonus, if any, shall be paid
within ninety (90) days of the end of the fiscal year of Employer. All
compensation shall be subject to the customary withholding tax and other
employment taxes as required by law with respect to compensation paid by an
Employer to an Employee. Employee will also be entitled to certain fringe
benefits described in the attached Schedule A.
2. DUTIES
During the period of employment hereunder, Employee shall devote
Employee's full time and efforts to the business and affairs of Employer, with
the exception of vacation time as provided below, serve as President of
Employer, perform such services not inconsistent with Employee's position as
shall be designated by the Board of Directors of Employer, use Employee's best
effort to promote the interests of Employer, serve as a director of Employer and
hold the offices in the Corporation to which from time to time Employee may be
elected or appointed.
3. WORKING FACILITIES
Employer shall furnish Employee with facilities and services suitable to
Employee's position and adequate for the performance of Employee's duties.
4. VACATION
Employee shall be entitled to an annual vacation as established by the
Board of Directors (but in no event less than two weeks per year), without loss
of compensation. Employee shall be entitled to such additional time without loss
of compensation for attendance at meetings and
conventions related to Employer's business as the Board of Directors shall from
time to time determine.
5. HEALTH INSURANCE
Employee shall be entitled to participate in the Employer's Group Health
Benefits as now established or later amended.
6. VEHICLE
Employer agrees to provide Employee with a vehicle commensurate with his
position as President and shall pay all expense and maintenance on the vehicle.
7. TERMINATION
This Agreement may be terminated by Employer upon the occurrence of any of
the following events:
(a) The death of Employee; or
(b) At Employer's option, Employee's permanent disability.
Employer's option shall be exercised in writing, delivered to
Employee and shall be effective on delivery.
Upon termination for any of the foregoing causes, Employee shall be
entitled to receive only the compensation accrued but unpaid as of the date of
termination and shall not be entitled to additional compensation except as
expressly provided in this Agreement. If Employee dies during the term of this
employment, Employer shall pay to the estate of Employee the compensation which
would otherwise be payable to Employee up to the end of the month in which
Employee's death occurs.
8. EMPLOYER'S AUTHORITY
Employee agrees to observe and comply with the rules and regulations of
Employer as adopted by Employer's Board of Directors, either orally or in
writing, respecting performance of Employee's duties, and to carry out and to
perform orders, directions, and policies conveyed by Employer to Employee from
time to time, either orally or in writing.
9. EXPENSES
Employee is authorized to incur reasonable expenses for promoting the
business of Employer, including expenses for entertainment, travel, and similar
items. Employer will
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reimburse Employee for all such expenses upon the presentation by Employee, from
time to time, of an itemized account of those expenditures.
10. REIMBURSEMENT OF DISALLOWED COMPENSATION AND EXPENSES
In the event any compensation paid to Employee or expenses paid for
Employee, or any reimbursement of expenses paid to Employee shall, upon audit or
other examination of the income tax returns of Employer, be determined not to be
allowable deductions from the gross income of Employer and the determination
shall be agreed to by Employer, or the determination shall be made final by the
appropriate State or Federal taxing authority or a final judgment of a court of
competent jurisdiction, and no appeal is taken therefrom, or the applicable
period for filing notice of appeal shall have expired, Employee will repay to
Employer the amount of the disallowed compensation or expenses, or both.
Repayment may not be waived by Employer.
11. RELATIONSHIP BETWEEN THE PARTIES
The parties recognize that the Board of Directors of Employer, in
accordance with the statutes of the State of Texas, shall manage the business
affairs of Employer. Employee shall be considered under the provisions of this
Agreement as being entitled to participate in any plans, arrangements or
distributions by Employer pertaining to or in connection with any pension,
bonus, profit sharing, group life insurance, disability insurance, medical
insurance, or similar benefits for key employees of the Company. Nothing
contained in this Agreement shall be construed to give Employee any interest in
the physical assets or the accounts receivable of Employer.
12. DISABILITY
In the event that Employee shall be permanently disabled for a period of
more than six (6) months, Employee shall receive compensation for six (6) months
after commencement of disability. Employee's full compensation shall be
reinstated upon Employee's return to employment and the discharge of Employee's
full duties hereunder. Notwithstanding anything in this Agreement to the
contrary, Employer may terminate this Agreement at any time after Employee has
been absent from Employee's employment, for whatever cause, for a continuous
period of more than six (6) months, and all obligations of Employer hereunder
shall cease upon any such termination.
13. TERM
The term of this Agreement shall be for a period of two (2) years,
commencing on the effective date of this Agreement and terminating on the second
anniversary thereof, subject, however to prior termination as provided above.
This Agreement shall be automatically renewed for a succeeding term of two (2)
years provided the contract has not been violated or terminated as specified in
Paragraph 7 of this Agreement. If this Agreement is not renewed
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pursuant to this paragraph, Employee shall be paid a severance payment equal to
two (2) years' salary. Further, upon such failure to renew this Agreement,
Employee shall be retained by Employer as a consultant to the Board of Directors
for a period of ten (10) years and shall receive compensation, as an independent
contractor and not as an employee, equal to fifty percent (50%) of his gross
salary and shall be entitled to participate in Employer's health plan providing
coverage for Employee and his spouse. If for any reason Employee and his spouse
cannot be enrolled in or covered by Employer's health plan, Employer shall
purchase similar coverage or, if required, pay to Employee the cost of similar
coverage for Employee and his spouse. If Employer purchases such health coverage
or pays the premium amount to Employee, Employer shall, in addition to such
amount, pay Employee an amount equal to the highest marginal federal income tax
rate times the amount paid on behalf of or to Employee.
14. NONCOMPETITION
Employee expressly agrees that while this Agreement is in effect, and for
a period of five (5) years following termination of this Agreement, Employee
will not directly or indirectly as an employee, agent, proprietor, partner,
broker, stockbroker, stockholder, officer, director, or otherwise use special
knowledge or training or divulge trade secrets to any person or to any
competitive business that would compete directly or indirectly with Employer's
business without prior consent of Employer.
Furthermore, during the term of this Agreement, Employee shall not engage in any
activity, employment or capacity either directly or indirectly, as a partner,
shareholder, owner, or otherwise in the management and operation of any
competitive business.
15. EFFECTIVE DATE
The effective date of this Agreement shall be the date endorsed on page 5
of this Agreement in the space provided therefor.
16. WAIVER OF BREACH
The Waiver by Employer of a breach of any provision of this Agreement by
Employee shall not operate or be construed as a waiver of any subsequent breach
by Employee.
17. ASSIGNMENT
The rights and obligations of Employer under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of Employer.
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18. MISCELLANEOUS
This Agreement is drawn to be effective in and shall be construed in
accordance with the laws of the state of Texas. No amendment or variation of the
terms of this Agreement shall be valid unless made in writing and signed by
Employee and a duly authorized representative of Employer. A waiver of any of
the terms and conditions hereof shall not be construed as a general waiver by
Employer, and Employer shall be free to reinstate any such term or condition
with notice to Employee.
Executed in duplicate originals.
Dated: July 1, 1996
Employer:
FLEETCLEAN SYSTEMS, INC.
By:/s/ XXX XXXXXXXX
Xxx Xxxxxxxx, President
Employee:
/s/ XXX XXXXXXXX
Xxx Xxxxxxxx
Attest:
/s/ XXXXXXX X. XXXXXXXX
Secretary
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