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Exhibit 10.17
EMPLOYMENT AGREEMENT
This Agreement made and effective the 28th day of July 1997, by and between
those persons who shall form a corporation named Xxxxx Technology Licensing,
Inc., of 000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 ("TTL" or the
"Company"), hereinafter referred to as "Employer", and Xxxxxxx X. Xxxxx, of 000
Xxxx Xxxxx, Xxxxx, Xxxxxxx 00000 hereinafter referred to as "Employee".
The parties recite that:
A. Employer intend to be engaged in technology development and maintains
business premises at 000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000.
B. Employee is willing to be employed by Employer, and Employer is willing to
employ Employee, on the terms and conditions hereinafter set forth.
For the reasons set forth above, and in consideration of the mutual covenants
and promises of the parties hereto, Employer and Employee covenant and agree as
follows:
1. AGREEMENT TO EMPLOY AND BE EMPLOYED
Employer hereby employs Employee as Vice President, Chief Financial Qificer and
as a Director at the above-mentioned premises, and Employee hereby accepts and
agrees to such employment.
2. DESCRIPTION OF EMPLOYEE'S DUTIES
Subject to the supervision and pursuant to the orders, advice, and direction of
Employer. Employee shall perform such duties as are customarily performed by one
holding such position in other businesses or enterprises of the same or similar
nature as that engaged in by Employer. Employee shall additionally render such
other and unrelated services and duties as may be assigned to him from time to
time by Employer.
3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES
Employee shall at all times faithfully, industriously, and to the best of his
ability, experience, and talent, perform all duties that may be required of and
from him pursuant to the express and implicit terms hereof, to the reasonable
satisfaction of Employer. Such duties shall be rendered at the above mentioned
premises and at such other place or places as Employer shall in good faith
require or as the interests, needs, business, and opportunities of Employer
shall require or make advisable.
4. DURATION OF EMPLOYMENT
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The term of employment shall be five years, commencing on July 28, 1997, and
terminating on that same date exactly five years following or July 28, 2002
subject, however, to prior termination as provided in Sections 8 and 9 hereof.
5. COMPENSATION; REIMBURSEMENT
Employee acknowledges that TTL is a start-up, development stage enterprise. Upon
incorporation of TTL, Employee agrees that for a period of twenty-four months,
compensation shall be
Cash: Employer shall pay Employee and Employee agrees to accept from Employer,
in partial payment for Employee's services hereunder, compensation at the rate
of $3,000 Dollars (three-thousand)) per month during 1997, $5,000 Dollars
(five-thousand) per month during 1998 and $8,333 (eight thousand, three hundred
and thirty-three) during 1999. Duing December 1999, Employee shall be paid
according to a compensation program approved by the-then Board of Directors. In
addition to the foregoing, Employer will reimburse Employee for any and all
necessary, customary, and usual expenses incurred by him while traveling for and
on behalf of the Employer pursuant to Emp1oyer's directions.
Stock: Upon incorporation, Employer shall issue 1,600,000 (one-million,
six-hundred thousand) unregistered common shares and shall issue 650,000
(six-hundred and fifty-thousand) unregistered common shares on January 1, 1998.
For 1999, Employee shall receive such shares as shall be determined by the Board
of Directors commensurate with performance and such award shall be made on
December 1, 1999. Thereafter, employee shall receive such amounts as shall be
affixed by the Board of Directors at January 1, 2000, 2001 and 2002. Stock
compensation for the remaining term of this Agreement ( 2000, 2001 and 2002)
shall be established by the Board of Directors but of which shall, at a minimum,
provide for options to acquire additional shares of TTL at a rate of no less
than 80% of the-then market value of the Company's unregistered common shares.
The "market value" of any shares shall be determined by the-then Board of
Directors. In the event of liquidation of TTL for any reason whatsoever and
regardless of the number of stock shares held by Employee at such time, Employee
shall not be entitled to participate in any liquidation proceeds unless and
until all other shareholders shall have been fully repaid for any monies
invested.
Employee acknowledges there are no registration rights afforded any shares
issued hereunder and that further, Employee shall be restricted in the transfer
of any shares issued hereunder for a penod of at least twenty-four months. This
Agreement contemplates that Employee shall serve as an Officer and as a Director
of TTL and as such, any shares issued hereunder may be subject to limitations on
resale not set forth in this Agreement but of which may, in essence, preclude
any sale of shares issued hereunder for the entire term of this Agreement.
Employee acknowledges and agrees that such limitations on resale shall not be
grounds for resignation of position or termination of this Agreement. Should
Employee terminate this Agreement due to lack of liquidity in any shares issued
hereunder, Employee shall immediately rescind all such Shares issued as a part
of this Agreement.
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6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS
Employee shall devote all of his time, attention, knowledge, and skill solely
and exclusively to the business and interests of Employer, and Employer shall be
entitled to all benefits, emoluments, profits, or other issues arising from or
incident to any and all work, services, and advice of Employee. Employee
expressly agrees that during the term hereof he will not be interested, directly
or indirectly, in any form, fashion, or manner, as partner, officer, director,
stockholder, advisor, Employee, or in any other form or capacity, in any other
business similar to Employer's business or any allied trade, except that nothing
herein contained shall be deemed to prevent or limit the right of Employee to
invest any of his surplus funds in the capital stock or other securities of any
corporation whose stock or securities are publicly owned or are regularly traded
on any public exchange, nor shall anything herein contained be deemed to prevent
Employee from investing or limit Employee's right to invest his surplus funds in
real estate.
7. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS
Employee will not at any time, in any fashion, form, or manner, either directly
or indirectly divulge, disclose, or communicate to any person, firm, or
corporation in any manner whatsoever any information of any kind, nature, or
description concerning any matters affecting or relating to the business of
Employer, including, without limitation, the names of any its customers, the
prices it obtains or has obtained, or at which it sells or has sold its
products, or any other information concerning the business of Employer, its
manner of operation, or its plans, processes, or other date of any kind, nature,
or description without regard to whether any or all of the foregoing matters
would be deemed confidential, material, or important The parties hereby
stipulate that, as between them, the foregoing matters are important, material,
and confidential, and gravely affect the effective and successful conduct of the
business of Employer, and its good will, and that any breach of the terms of
this section is a material breach of this agreement.
8. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE
Notwithstanding anything in this agreement to the contrary, Employer is hereby
given the option to terminate this agreement in the event that during the term
hereof Employee shall become permanently disabled, as the term "permanently
disabled" is hereinafter fixed and defined. Such option shall be exercised by
Employer giving notice to Employee by registered mail, addressed to him in care
of Employer at the above stated address, or at such other address as Employee
shall designate in writing, of its intention to terminate this agreement on the
last day of the month during which such notice is mailed. On the giving of such
notice this agreement and the term hereof shall cease and come to an end on the
last day of the month in which the notice is mailed, with the same force and
effect as if such last day of the month were the date originally set forth as
the termination date. For purposes of this agreement, Employee shall be deemed
to have become permanently disabled if, during any year of the term hereof,
because of ill health, physical or mental disability, or for other causes beyond
his control, he shall have been continuously unable or unwilling or have failed
to perform his duties hereunder for thirty (30) consecutive days, or if, during
any year of the term hereof, he shall have been unable or
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unwilling or have failed to perform his duties for a total period of thirty (30)
days, whether consecutive or not.
9. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT
Anything herein contained to the contrary notwithstanding, in the event that
Employer shall discontinue operations at the premises mentioned above or any
subsequent address, then this agreement shall cease and terminate as of the last
day of the month in which operations cease with the same force and effect as if
such last day of the month were originally set forth as the termination date
hereof.
10. CONTRACT TERMS TO BE EXCLUSIVE
This written agreement contains the sole and entire agreement between the
parties, and supersedes any and all other agreement between them. The parties
acknowledge and agree that neither of them has made any representation with
respect to the subject matter of this agreement or any representations inducing
the execution and delivery hereof except such representations as are
specifically set forth herein, and each party acknowledges that he or it has
relied on his or its own judgment in entering into the agreement. The parties
further acknowledge that any statements or representations that may have
heretofore been made by either of them to the other are void and of no effect
and that neither of them has relied thereon in connection with his or its
dealings with the other.
11. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
No waiver or modification of this agreement or of any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed
by the party to be charged therewith. Furthermore, no evidence of any waiver or
modification shall be offered or received in evidence in any proceeding
arbitration, or litigation between the parties arising out of or affecting this
agreement, or the rights or obligations of any party hereunder, unless such
waiver or modification is in writing, duly executed as aforesaid. The
provisions of this paragraph may not be waived except as herein set forth.
12. CONTRACT GOVERNED BY LAW
This agreement and performance hereunder and all suits and special proceedings
hereunder shall be construed in accordance with the laws of the State of
Florida.
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13. BINDING EFFECT OF AGREEMENT
This agreement shall be binding on and inure to the benefit of the respective
parties and their respective heirs, legal representatives, successors, and
assigns.
Executed on the date first above written.
"Employee"
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Incorporator/Employer
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Incorporator/Employer
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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