SGI EXECUTIVE EMPLOYMENT AGREEMENT
This SGI EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is effective as of
the day of , 1996 (the "Effective Date"), by and between SGI
International, a Utah corporation ("SGI"), and, , an individual
("Employee").
In consideration of the mutual agreements and the promises herein contained,
the parties hereto agree as follows:
1. Employment. SGI hereby employs Employee and Employee hereby accepts
employment with SGI on the terms and conditions set forth in this Agreement.
2. Term of Employment. The term of this Agreement shall commence on the
Effective Date and terminate on December 31, 1997, provided notice of
termination by Employer is given in writing Ninety (90) days prior to the
initial termination or any extended termination date, and provided further,
that the Agreement has not already been terminated earlier pursuant to
Section 5. If the Agreement is not so terminated at the end of the original
term or any succeeding term, and the Agreement has not been terminated
pursuant to Section 5, then it shall be automatically extended for an
additional one year period. Notwithstanding the above, in the event that
SGI is acquired, merged into another corporation, or there is a change of
management control at SGI brought about by a chance in the composition of
the board of directors, then this Agreement shall be extended on the date
of such change of management control for an additional one (1) year term,
subject to termination and enewal as described above.
3. Duties. Employee shall devote his full productive time to the duties
assigned to him. "Full productive time" is hereby defined as that time
reasonably necessary to perform his required duties in a timely manner, but
not less than forty (40) hours per week, for fifty-two (52) weeks per year,
less holidays, sick leave, and vacation time in accordance with the then
prevailing policies of SGI as set forth in the SGI Employee Handbook, which
is hereby incorporated herein by this reference. Employee's performance shall
be reviewed at least annually by SGI.
4. Compensation. As full compensation for Employee's services hereunder,
SGI agrees to pay Employee the following:
(a) Employee shall receive a salary in the amount set forth in Exhibit A,
attached hereto and incorporated herein, for the first year of this
Agreement, payable on the fifteenth and last day of each month. Employee
shall also be covered by SGI's group medical insurance, and such other group
benefits granted to employees pursuant to the then prevailing policies of SGI.
(b) As incentive compensation, SGI Warrants in an amount to be decided in
the sole discretion of SGI's Board of Directors.
(c) As further incentive compensation, such bonuses and benefits as SGI's
Board of Directors, in its sole discretion, shall determine.
(d) Compensation shall be reviewed by SGI and Employee at least annually.
5. Involuntary Termination. This Agreement shall be deemed terminated
and the employment relationship between SGI and Employee severed upon the
occurrence of any of the following:
(a) Employee dies.
(b) Employee fails or refuses to faithfully and diligently perform the
usual customary duties of his employment or adhere to the reasonable
policies, standards, and regulations of SGI, which from time to time may
be established.
(c) Employee is discharged by SGI for cause.
6. Voluntary Termination. Employee may voluntarily terminate at any time
by giving Employer two weeks written notice of termination.
7. Rights Upon Termination. In the event this Agreement is terminated,
any amount due to Employee shall be prorated as of the date of termination
and paid to the Employee, or to his estate, as appropriate.
8. General Relationship. Employee shall be considered an employee of SGI
within the meaning of all federal, state, and local laws and regulations
including, but not limited to, laws and regulations governing unemployment
insurance, workmen's compensation, industrial accident, labor and taxes.
9. Assignment. This Agreement can not be assigned by either party.
10. Severability. In the event that any of the provisions of this
Agreement are deemed to be invalid or unenforceable, the same shall be
deemed severable from and shall not cause the invalidity of the remainder
of this Agreement.
11. Prior Agreements. This Agreement contains the sole and entire
agreement between the parties with respect to the entire subject matter
hereof, and any and all prior discussions, negotiations, commitments,
understandings and agreements relating thereto are hereby superseded and
terminated as of the Effective Date. No representations, whether written
or oral, express or implied, other than those contained herein, have been
made by any party hereto.
12. Notices. All notices, requests, demands and other communications
required or permitted by this Agreement shall be in writing and shall be
deemed to have been duly delivered upon:
(i) personal delivery to the party to whom such notice is to be given; or
(ii) five (5) business days after deposit in the United States mail, first
class postage prepaid and properly addressed to such party.
13. Miscellaneous.
(a) The failure of either party at any time to require performance by in
accordance with the strict terms of this Agreement shall in no way effect
the other such party's rights thereafter to enforce the same, nor shall
the waiver of any breach of any provision hereof be held to be a waiver
of any succeeding breach of any provision or a waiver of the provision itself.
(b) This Agreement cannot be modified except by a writing signed by the
parties.
(c) This Agreement shall be interpreted in accordance with the laws of the
State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed at San Diego, California.
SGI International, a Utah Corporation
By: /s/ By: /s/
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Xxxxxx X. Xxxxxx, Chairman/CEO Employee
Exhbit 4.20
