exhibit 10b
Heritage Scholastic Corp.
EMPLOYMENT CONTRACT
Agreement made, effective as of May 1st, 2002 by and between
Heritage Scholastic Corp. a corporation organized and
existing under the laws of the State of Nevada and
registered as an operating entity in other states, with its
principal office located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx
000, Xxxxxx Xxxx, Xxxxxx, 00000, referred to in this
agreement as Employer, and Xxxxxxx X. Xxxxx of 0000 Xxxxxx
Xxxxxxxxx Xx., Xxxxxxxxxx, XX 00000. referred to in this
agreement as Employee.
ARTICLE 1: EMPLOYMENT
Term
1.01 The term of this employment contract shall begin on the
date hereof and shall continue until two years thereafter.
1.02 It is anticipated that the term of employment may be
extended beyond said term if mutually agreeable to Employer
and Employee at that time. Unless the term is otherwise
extended by mutual agreement, the term shall continue
thereafter from month to month until termination by either
party as prescribed herein.
1.03 Employee may only terminate this contract before the
said term by: 1) giving thirty (30) days written notice of
his intention to terminate; and 2) agreeing to reimburse
Employer for the cost of any relocation and immigration
expenses pertaining to Employee, incurred by Employer within
the twelve months prior to the effective date of Employee's
termination.
1.04 Employer may terminate this contract before the full
said term by: 1) giving Employee thirty (30) days written
notice of its intention to terminate; or 2) without notice
in the event of Employee's gross misconduct of breach of
Articles 2 or 8 of this contract or failure to meet at duly
authorized directive of the Board of Directors.
1.05 Upon termination of this contract for whatever reason,
Employee shall deliver forthwith to Employer all books of
account, documents, papers, materials and other records such
as manuals, client lists, software in whatever media
(including all copies thereof) owned by Employer or relating
to the business of Employer which are in the possession or
control of Employee.
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ARTICLE 2: EMPLOYEE'S DUTIES
Appointment
2.01 Employer hereby appoints Employee as the President &
CEO based in Carlsbad, California.
Goals of the Corporation
2.02 Employer and Employee will work towards the following
goals:
(a) the development and placement of supplemental
educational textbooks in schools throughout the U.S. and
eventually other countries by means of soliciting corporate
sponsorships
(b) to become the industry leader in this field, to be
achieved by extending the focus on excellence in academics
and textbook sales to also include excellence in human
resources, marketing and finance.
General Description
2.03 As President & CEO the Employee shall devote all of his
or her attention and abilities to the development of
Employer's business and shall work within the guidelines set
from time to time by the Board of Directors and shall well
and faithfully serve Employer and use his or her utmost
endeavors to promote the interests thereof. It is
understood that initially the position will be part-time and
will increase to full-time as the company grows.
Specific Description
2.04 Employee shall perform the following duties: Function
as the Chief Executive Officer, responsible for implementing
the specific strategies laid out by the Board of Directors
and directing the other officers and managers of the company
towards the same ends.
2.05 Attendance by Employee is expected during the core
office hours of employment (8.30am to 5.00pm) with half an
hour lunch break each day. Employee also agrees to work
during non-core office hours, from time to time, as may be
necessary to fulfill Employees duties hereunder. As
referenced in 2.03 the hours will be less initially. As of
May 1, 2002 part-time shall be .5 days per week.
2.06 Employee may be required to engage in national and/or
international travel for business.
Conflict of Interest
2.07 Employee agrees to notify Employer in writing of any
Conflict of Interest that arises from his interest in any
independent business, such notice to be provided within
seven (7) days of any conflict or potential for future
conflict of interest, coming to Employee's attention.
2.08 Employee also agrees, to the extent legally able to do
so, to make available all or any further information
requested by Employer relating to any Conflict of Interest
identified by either Employer or Employee.
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ARTICLE 3: OBLIGATIONS OF EMPLOYER
Office and Equipment
3.01 Employer shall provide Employee with equipment
(computers, cell phones, office furniture) office space and
administrative support suitable to Employee's position and
adequate for the performance of his/her duties.
ARTICLE 4: COMPENSATION OF EMPLOYEE
4.01 As compensation for services rendered under this
contract, Employee shall be entitled to an annualized salary
of $168,000 plus commissions to be determined. Wages will
be prorated based on amount of time spent working as
described in section 2.03 and 2.05.
4.02 Each salary component will be paid in arrears, semi-
monthly on the 5th and 19th of each month.
4.03 An annual bonus pool may be distributed for timely
completion of nominated projects to budget as determined by
the Board of Directors
ARTICLE 5: EMPLOYEE BENEFITS
5.01 Employee is entitled to participate in Employer's
Retirement Savings Plan, health, dental, life, and AD&D
insurance plans in place during Employee's tem of
employment.
ARTICLE 6: REIMBURSABLE EMPLOYEE EXPENSES
Moving Expenses
6.01 Not applicable.
6.02 Not applicable.
Expenses
6.03 Employee may incur reasonable expenses for promoting
Employer's business, including expenses for entertainment,
travel, and similar items. Employer will reimburse Employee
for all such expenses upon Employee's periodic presentation
of an itemized account of such expenditures. Such expenses
shall be set against a pre-agreed budget, to apply whenever
reasonably possible.
6.04 Employer will reimburse Employee for approved use of
his vehicle on business at the prevailing IRS rate.
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ARTICLE 7: VACATION AND SICK DAYS
Vacations
7.01 In addition to the U.S. Public Holidays observed by
Employer during the term of this contract, Employee
shall be entitled to three (3) weeks paid vacation per
twelve months of employment as follows:
(a) After completing four (4) months of employment,
Employee will be entitled to annual vacation leave of one
(1) week at full pay.
(b) After completing eight (8) months of employment,
Employee will be entitled to an additional week of annual
vacation at full pay; and,
(c) After completing twelve (12) months of employment,
Employee will be entitled to an additional week of annual
vacation at full pay.
7.02 Vacations are to be taken at such times as shall be
mutually convenient to Employer and Employee. Unused
vacation time shall not be carried over to subsequent
years.
7.03 Provided that Employee is in good standing at the time
employment terminates, accrued vacation time for that
year (not to exceed the employee's annual leave
entitlement) will be paid.
Sick Days
7.04 Employee shall be entitled to ten (10) sick days per
year as follows:
(a) Employee is entitled to five (5) sick days within the
first six (6) months of each contract year.
(b) Employee is entitled to five (5) sick days within the
next six (6) months of each contract year; and,
(c) Doctor's certificates are required for absences of two
days or more.
7.05 Unused sick days shall not be carried over to subsequent years.
ARTICLE 8: DISCLOSURE OF CONFIDENTIAL INFORMATION
8.01 During employment hereunder, Employee will have the
access to confidential information consisting of the
following categories of information (collectively, the
"trade secrets").
(a) Financial information, such as Employer's earnings,
assets, debts, prices, pricing structure, volumes of
purchases or sales or other financial data, whether relating
to employer generally, or to particular products, services,
geographic areas, or time periods;
(b) Supply and service information, such as goods and
services, supplier's names or addresses, terms of supply or
service contracts, or of particular transactions, or related
information about potential suppliers, to the extent that
such information is not generally known to the public, and
to the extent that the combination of suppliers or use of a
particular supplier, though generally known or available,
yields advantages to Employer, the details of which are not
generally known;
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(c) Marketing information, such as details of on-going or
proposed marketing programs or agreements by or on behalf of
Employer, sales forecasts or results of marketing efforts or
information about impending transactions;
(d) Personal information, such as employees' personal or
medical histories, compensations or other terms of
employment, actual or proposed promotions, hiring,
resignations, disciplinary actions, terminations or reasons
therefore, training methods, performance, or other employee
information;
(e) Customer information, such as any compilation of past,
existing, or prospective customers, customers' proposals or
agreements between customers and employer, status of
customers' accounts or credit, or related information about
actual or prospective customers; and,
(f) Product information, including but not limited to
content of books published and pricing.
8.02 Employer and Employee consider their relationship one
of confidence with respect to the trade secrets.
Therefore, during and after employment by Employer,
regardless of the reason for the termination of
Employee's employment, Employee agrees to:
(a) Hold all such information in confidence and not to
discuss, communicate or transmit it to others, or make any
unauthorized copy or use of such information in any
capacity, position or business unrelated to that of
Employer'
(b) Use the trade secrets only in furtherance of proper
Employer-related reasons for which such information is
disclosed or discovered;
(c) Take all reasonable action, that Employer deems
necessary or appropriate, to prevent the unauthorized use or
disclosure of or to protect Employer's interest in the trade
secret; and,
(d) Except on behalf of Employer, during the term of this
contract and for a period of twenty-four (24) months after
the termination of Employee's employment with Employer,
refrain from dealing with, soliciting the business of, or
otherwise conducting business (whether on behalf of Employee
or any other person or entity for whom Employee is
performing services after termination of this contract) of
the type similar to that of Employee with any customer of
Employer at the time of such termination.
8.03 The foregoing provisions do not apply:
(a) Information that by means other than Employee's
deliberate or inadvertent disclosure become well known or
easily ascertainable to the public or to companies that
compete directly with Employer; or
(b) Disclosures compelled by judicial or administrative
proceedings after Employee diligently tries to avoid each
disclosure and affords Employer the opportunity to obtain
assurance that compelled disclosures will receive
confidential treatment.
8.04 Employee acknowledges that any violation of this
contract will cause Employer immediate and irreparable harm
and that the damages, which Employer will suffer, may be
difficult or impossible to measure. Therefore, upon any
actual or impending violation of this contract, Employer
shall be entitled to the issuance of a restraining order,
preliminary and permanent injunction, without bond,
restraining or enjoining such violation by Employee or any
other entity or person acting in concert with Employee.
Such remedy shall be additional to and not in limitation of
any other remedy, which may otherwise be available to
Employer.
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ARTICLE 9: MISCELLANEOUS
9.01 Employee understands that this agreement shall be
effective when executed by both Employer and Employee and
that the terms of this agreement shall remain in full force
and effect both the continuation of the employment and after
termination of the employment for any reason whatsoever.
9.02 All notices authorized or required to be given
hereunder shall be sufficiently served if given personally
to the party or sent by prepaid post and in each case
addressed to the party at its address stated herein or at
such other address as the party may from time to time notify
the other; if served personally such notice shall be deemed
to have been given on the day of delivery and if sent by
post such notice shall be deemed to have been given on the
day after the date of posting.
9.03 No waiver by either party of any breach failure or
default by the other of its obligations hereunder nor any
failure refusal or neglect of either party to exercise any
right hereunder shall constitute a waiver of the provisions
of this contract with respect to any subsequent breach
failure or default or of that party's right to require
strict compliance with the provisions of this contract at
any time thereafter.
9.04 This contract is made in the State of Nevada and shall
be governed by and construed in accordance with the laws of
that state.
9.05 Any legal action arising from this contract or any
other aspect of Employee or agent's employment or agency
shall be litigated within Xxxxxx City County
In witness of the above, each party to this agreement
has caused it to be executed at Carlsbad, California on
the date indicated below.
EXECUTED on: 5/1/02
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Signed by: /s/ Xxxxxxx Xxxxxxxx
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Heritage Scholastic Corp.
Signed by: /s/ Xxxxxxx X. Xxxxx
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Employee
In the presence of: /s/ Xxxxxxxx Xxxxx
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Witness
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