EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of
January 01, 2003, by and between Crowfly, Inc. ("the Employer"), of 000 Xxxxxxx
Xx. Xxx., Xx. Xxxxxxxx, Xxxxx Xxxxxxxx, 00000 and Xxxxxxx X. Xxxx, III ("the
Employee"), of 000 Xxxxxxx Xx. Xxx., Xx. Xxxxxxxx, Xxxxx Xxxxxxxx, 00000.
A. The Employer is engaged in the business of E-commerce, business to
business and. The Employee will primarily perform the job duties at the
following location: 000 Xxxxxxx Xx. Xxx., Xx. Xxxxxxxx, Xxxxx Xxxxxxxx.
B. The Employer desires to have the services of the Employee.
C. The Employee is willing to be employed by the Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. The Employer shall employ the Employee as a(n) President /
CEO. The Employee shall provide to the Employer the services described on the
attached Exhibit A, which is made a part of this Agreement by this reference.
The Employee accepts and agrees to such employment, and agrees to be subject to
the general supervision, advice and direction of the Employer and the Employer's
supervisory personnel. The Employee shall also perform (i) such other duties as
are customarily performed by an employee in a similar position, and (ii) such
other and unrelated services and duties as may be assigned to the Employee from
time to time by the Employer.
2. BEST EFFORTS OF EMPLOYEE. The Employee agrees to perform faithfully,
industriously, and to the best of the Employee's ability, experience, and
talents, all of the duties that may be required by the express and implicit
terms of this Agreement, to the reasonable satisfaction of the Employer. Such
duties shall be provided at such place(s) as the needs, business, or
opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
the Employee under this Agreement, the Employer will pay the Employee an annual
salary of $84,000.00 payable monthly on the first day of each month. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that the Employee shall be entitled to payments for periods
or partial periods that occurred prior to the date of termination and for which
the Employee has not yet been paid, and for any commission earned in accordance
with the Employer's customary procedures, if applicable. Accrued vacation will
be paid in accordance with state law and the Employer's customary procedures.
This section of the Agreement is included only for accounting and payroll
purposes and should not be construed as establishing a minimum or definite term
of employment.
4. EXPENSE REIMBURSEMENT. The Employer will reimburse the Employee for
"out-of-pocket" expenses incurred by the Employee in accordance with the
Employer's policies in effect from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. The Employee shall provide the
Employer with all information, suggestions, and recommendations regarding the
Employer's business, of which the Employee has knowledge, that will be of
benefit to the Employer.
6. CONFIDENTIALITY. The Employee recognizes that the Employer has and will
have information regarding the following:
- inventions
- products
- product design
EXHIBIT C-1
- processes
- technical matters
- trade secrets
- copyrights
- customer lists
- prices - costs
- business affairs
- future plans
and other vital information items (collectively, "Information") which are
valuable, special and unique assets of the Employer. The Employee agrees that
the Employee will not at any time or in any manner, either directly or
indirectly, divulge, disclose, or communicate any Information to any third party
without the prior written consent of the Employer. The Employee will protect the
Information and treat it as strictly confidential. A violation by the Employee
of this paragraph shall be a material violation of this Agreement and will
justify legal and/or equitable relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that the Employee
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, the Employer shall be entitled to an injunction to restrain the
Employee from disclosing, in whole or in part, such Information, or from
providing any services to any party to whom such Information has been disclosed
or may be disclosed. The Employer shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a twelve
month period after the termination of the Employee's employment. During such
twelve month period, neither party shall make or permit the making of any public
announcement or statement of any kind that the Employee was formerly employed by
or connected with the Employer.
9. NON-COMPETE AGREEMENT. The Employee recognizes that the various items of
Information are special and unique assets of the company and need to be
protected from improper disclosure. In consideration of the disclosure of the
Information to the Employee, the Employee agrees and covenants that for a period
of twelve months following the termination of this Agreement, whether such
termination is voluntary or involuntary, the Employee will not directly or
indirectly engage in any business competitive with the Employer. This covenant
shall apply to the geographical area that includes all of the State of South
Carolina. Directly or indirectly engaging in any competitive business includes,
but is not limited to: (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of the Employer for the benefit of a third party that is
engaged in such business. The Employee agrees that this non-compete provision
will not adversely affect the Employee's livelihood.
10. VACATION. The Employee shall be entitled to one week of paid vacation
for each completed year of employment. Such vacation must be taken at a time
mutually convenient to the Employer and the Employee, and must be approved by
the Employer. Requests for vacation shall be submitted to the Employee's
immediate supervisor 30 days in advance of the requested beginning date.
The provisions of this Vacation section are subject to change in accordance
with the Employer policies in effect from time to time.
11. SICK LEAVE. The Employee shall be entitled to 7 day(s) paid time, due
to illness or for personal business, for each year of employment, with the year
to be measured using the Employee's starting date as the point of beginning.
Sick leave benefits may not be converted into cash compensation. The Employee's
EXHIBIT C-2
rights to unused sick leave benefits shall be forfeited upon termination of
employment. Sick leave may be accumulated from year to year up to a total of 4
weeks; excess amounts shall be forfeited.
If the Employee is unable to work for more than 5 days because of sickness
or total disability, and if the Employee's unused sick leave is insufficient for
such period, a maximum of 7 days of the Employee's unused vacation time shall be
applied to such absence.
All requests for sick days off shall be made by the Employee in accordance
with the Employer policies in effect from time to time.
The provisions of this Sick Leave section are subject to change in
accordance with the Employer policies in effect from time to time.
12. PERSONAL LEAVE. The Employee shall be entitled to 40 hour(s) paid time,
for personal business or due to illness, for each year of employment, with the
year to be measured using the Employee's starting date as the point of
beginning. Unused personal leave benefits as of December 31 of each year may be
converted into cash compensation at a rate of $320.00 per day. Personal leave
may be accumulated from year to year up to a total of 80 hours; excess amounts
shall be forfeited.
If the Employee is unable to work for more than 1 week because of personal
business, and if the Employee's unused personal leave is insufficient for such
period, a maximum of 1 week of the Employee's unused vacation time shall be
applied to such absence.
All requests for personal days off shall be made by the Employee in
accordance with the Employer policies in effect from time to time.
The provisions of this Personal Leave section are subject to change in
accordance with the Employer policies in effect from time to time.
13. HOLIDAYS. The Employee shall be entitled to the following holidays with
pay during each calendar year:
- New Year's Day
- Memorial Day
- 4th of July
- Labor Day
- Thanksgiving Day
- Christmas Day
- Christmas Eve and New Years Eve
The provisions of this Holidays section are subject to change in accordance
with the Employer policies in effect from time to time.
14. INSURANCE BENEFITS. The Employee shall be entitled to insurance
benefits, in accordance with the Employer's applicable insurance contract(s) and
policies, and applicable state law. These benefits shall include:
- health insurance
- disability insurance
EXHIBIT C-3
- life insurance
The provisions of this Insurance Benefits section are subject to change in
accordance with the Employer policies in effect from time to time.
15. BENEFITS. The Employee shall be entitled to the following benefits:
- Medical
as such benefits are provided in accordance with the Employer policies in effect
from time to time.
The Employee shall be able to participate in the Employer's pension plan in
accordance with the plan's terms and the requirements of law.
16. TERM/TERMINATION. The Employee's employment under this Agreement shall
be for 2 years, beginning on January 01, 2003. This Agreement may be terminated
by the Employer upon 30 days written notice, and by the Employee upon 30 days
written notice. If the Employee is in violation of this Agreement, the Employer
may terminate employment without notice and with compensation to the Employee
only to the date of such termination. The compensation paid under this Agreement
shall be the Employee's exclusive remedy.
17. COMPLIANCE WITH EMPLOYER'S RULES. The Employee agrees to comply with
all of the rules and regulations of the Employer.
18. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee
shall deliver to the Employer all property which is the Employer's property or
related to the Employer's business (including keys, records, notes, data,
memoranda, models, and equipment) that is in the Employee's possession or under
the Employee's control. Such obligation shall be governed by any separate
confidentiality or proprietary rights agreement signed by the Employee.
19. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or on the
third day after being deposited in the United States mail, postage paid,
addressed as follows:
Employer:
Crowfly, Inc.
Board of Directors
000 Xxxxxxx Xx. Xxx.
Xx. Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Employee:
Xxxxxxx X. Xxxx, III
000 Xxxxxxx Xx. Xxx.
Xx. Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
20. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
21. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
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22. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
23. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
24. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of South Carolina.
EMPLOYER:
Crowfly, Inc.
By: /s/ Xxxx Xxxxxxxx Date: /s/ 2-5-03
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Board of Directors: Xxxx Xxxxxxxx
By: /s/ Xxx Xxxxxxxxx Date: /s/ 2-5-03
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Board of Directors: Xxx Xxxxxxxxx
AGREED TO AND ACCEPTED.
EMPLOYEE:
By: /s/ Xxxxxxx X. Xxxx, III Date: /s/ 2-5-03
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Xxxxxxx X. Xxxx, III
EXHIBIT C-5
Crowfly, Inc.
CEO/President
Job Description
Exhibit A to Employment Agreement
Job Title: Chief Executive Officer / President (CEO/President)
Reports To: Board of Directors of Crowfly, Inc.
Prepared By: Xxxx Xxxx for the Board of Directors
Prepared Date: 12-18-02
Approved By: Board of Directors
Approved Date: 01-31-03
SUMMARY
As CEO manages and directs the organization toward its primary objectives,
based on profit and return on capital, by performing the following duties
personally or through subordinate managers. As President plans, develops, and
establishes policies and objectives of business organization in accordance with
Board directives and corporation charter by performing the following duties
personally or through subordinate managers.
ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties
may be assigned.
As CEO: Establishes current and long range objectives, plans, and policies,
subject to approval by the Board of Directors.
Dispenses advice, guidance, direction, and authorization to carry out major
plans and procedures, consistent with established policies and Board approval.
Oversees the adequacy and soundness of the organization's financial structure.
Reviews operating results of the organization, compares them to established
objectives, and takes steps to ensure that appropriate measures are taken to
correct unsatisfactory results. Plans and directs all investigations and
negotiations pertaining to mergers, joint ventures, the acquisition of
businesses, or the sale of major assets with approval of the Board of Directors.
Establishes and maintains an effective system of communications throughout the
organization. Represents the organization with major customers, shareholders,
the financial community, and the public.
As President: Confers with company officials to plan business objectives,
to develop organizational policies, to coordinate functions and operations
between divisions and departments, and to establish responsibilities and
procedures for attaining objectives. Reviews activity reports and financial
statements to determine progress and status in attaining objectives and revises
objectives and plans in accordance with current conditions. Directs and
coordinates formulation of financial programs to provide funding for new or
continuing operations to maximize returns on investments and to increase
productivity. Plans and develops industrial, labor, and public relations
policies designed to improve company's image and relations with customers,
employees, stockholders, and public. Evaluates performance of executives for
compliance with established policies and objectives of firm and contributions in
attaining objectives.
SUPERVISORY RESPONSIBILITIES
Directly supervises two employees in Operations, Finance and Business
Development. Carries out supervisory responsibilities in accordance with the
organization's policies and applicable laws. Responsibilities include
interviewing, hiring, and training employees; planning, assigning, and directing
work; appraising performance; rewarding and disciplining employees; addressing
complaints and resolving problems.
EXHIBIT C-6