EXHIBIT 10.60
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT made to have effect the February 1st 2004 and is for a 3
year period
BETWEEN:
THE NEPTUNE SOCIETY, INC. a Florida corporation having its offices at
0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxx, XX 00000;
(the "Company")
AND:
Xxxxx Xxxxxx, an individual having his residence at 0000 000xx Xxx,
XX, Xxxxxxxxx, XX 00000.
(the "Employee")
WHEREAS, the Company wishes to obtain the services of the Employee, and the
Employee is willing to provide his service to the Company upon the terms and
conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements herein set forth, the parties hereto mutually covenant and agree as
follows:
CONTRACT FOR SERVICES
---------------------
1. The Company hereby engages the Employee to act as the President and Chief
Marketing Officer (see appendix A for Job Description). The Employee shall
perform all duties incident to such position of Chief Marketing Officers and
other duties as may reasonably be required from time to time by the C.E.O. and
Chairman of the Board. If at any time, for any reason, Xxxxx Xxxxxx, current
Chairman of the Board, President and CEO, is terminated, resigns, or is not
re-elected by the shareholders, Board of Directors, or anyone else as Chairman
of the Board, Xxxxx Xxxxxx will resign as President of the company and will
assume the title of Senior Executive Vice President. Jerry's job
responsibilities and the capacity in which he acts on behalf of the company will
remain the same and his Employment Agreement will remain in full effect.
2. The Employee shall provide the services at the time and in the manner set
forth herein. The Employee shall perform his duties out of the Xxxxxxx Oaks,
California office of the Company, but the Company may, at its discretion, direct
that the duties be provided on occasion in other locations. The Employee shall
perform his duties as long as a suitable work permit is in effect from the
appropriate governing authorities.
VACATION
--------
3. Under this Agreement, the Employee is entitled to three weeks vacation per
year.
FEES AND EXPENSES
-----------------
4.1 In consideration of the Employee providing his services as President and
Chief Marketing Officer, the Company shall pay to the Employee, for the 36
months of this agreement, a fee, plus applicable taxes (if any), of US $200,000
annually.
The Company shall provide directly to the Employee, at no cost, vehicle parking
at the office site. Medical or health insurance benefits for the Employee and
Spouse shall be paid by The Company. The Employee will be directly responsible
for all necessary travel, auto, and any other expenses incurred by the Employee
in connection with the provision of the services hereunder, however, expenses
incurred in performance of the work will be reimbursed by The Company per
company policy. Expenses required to be paid by the Company for specifically
required Company work, the Employee shall furnish statements and receipts as a
requirement for reimbursement.
1. Housing allowance. In addition, the Company shall provide the Employee
with a monthly housing allowance of $2000. This amount is in addition to
the annual fees stated above. This will be payable on the 15th of each
month.
4.2 In addition, there will be a bonus paid on an annual basis of 30% of the
annual salary issued to the Employee. This bonus will be based on the
achievement of specific defined goals documented by the C.E.O. (See Appendix A)
The total bonus amount is to be paid to the Employee by check or with the
issuance of common stock of the Company (stock at current market price less
10%); such payment to be determined annually by the Board of Directors.
4.3 In addition, the Company agrees to grant to the Employee, subject to the
Company's stock option plan, 150,000 stock options of the Company, at the
commencement of this Agreement based on the following terms:
50,000 options vesting one year from the date of this agreement at $0.70 U.S.
per share
50,000 options vesting two years from the date of this agreement at $0.70 U.S.
per share
50,000 options vesting three years from the date of this agreement at $0.70 U.S.
per share
All options will expire three years and three months from the date of this
Agreement.
4.4 In addition, the Company agrees to grant to the Employee, a signing bonus of
40,000 shares of NPTI.
CONFIDENTIAL INFORMATION
------------------------
5. The Employee shall well and faithfully provide the service to the Company,
and use his best efforts to promote the interest thereof and shall not disclose
(either during the term of this Agreement or at any time thereafter) the private
affairs of the Company or any non-public trade secret of the Company, to any
persons other than the Management of the Company, or as required in the normal
course of business and shall not use (either during the continuance of this
Agreement or at any time thereafter) for his own purposes, or for any purposes
other than those of the Company, any information he may acquire with respect to
the Company's affairs. The Employee further agrees to execute such further and
other agreements concerning the secrecy of the affairs of the Company or of any
companies with which the Company is affiliated or associated, as the Management
of the Company shall reasonably request. Furthermore, without restricting the
generality of the foregoing, the Employee shall not either during the
term of this Agreement or any time thereafter, directly or indirectly divulge to
any person, firm or corporation:
(a) any non-public intellectual property, proprietary information,
know-how, trade secrets, processes, product specifications, new
product information or methods of doing business acquired in the
course of providing the services hereunder;
any non-public information with respect of Company personnel or
organization, or any of the financial affairs or business plans of the
Company; or
any non-public information in respect of Company pricing policies,
sales statistics, sales and marketing plans and strategies, profits,
costs, or sourcing of clients.
TERM OF AGREEMENT
-----------------
6. This Agreement shall become effective on the February 1st 2004, and shall
continue until January 31st 2007 unless terminated upon mutual consent of the
Employee and the Company, or until termination by the Employee or the Company in
accordance with Sections 7 or 8, whichever is earlier.
BREACH OF AGREEMENT
-------------------
7. Without prejudice to any remedy the Company may have against the Employee for
any breach or non-performance of this Agreement, the Company may terminate this
Agreement, subject to Section 11, for breach by the Employee at any time
effective immediately and without notice and without any payment for any
compensation either by way of anticipated earnings or damage of any kind to him
whatsoever, save and except in respect of fees payable to the date of such
termination. For the purposes of this paragraph, any one of the following events
shall constitute breach of this Agreement sufficient for termination, provided
however, that the following events shall not constitute the only reasons for
termination:
(a) being guilty of any dishonesty or gross neglect in the provision of
the services hereunder; or
(b) being convicted of any criminal offense, other than an offense which
in the reasonable opinion of the Company does not affect his position
as a representative of the Company;
or
(c) becoming bankrupt or making any arrangement or composition with his
creditors; or
(d) alcoholism or drug addiction of the Employee which impairs his ability
to provide the services required hereunder; or
(e) excessive and unreasonable absence of the Employee from the
performance of the services for any reason other than for absence or
incapacity specifically allowed hereunder.
(f) The breach of any clause or term, including but not limited to Section
6 of this Agreement and the attached Addendum (if any) to this
Agreement
TERMINATION
-----------
8.1 The Employee shall be entitled to terminate this Agreement, at any time by
giving 4 weeks notice in writing to the C.E.O.
8.2 The Company shall be entitled to terminate this Agreement at any time upon
giving the Employee 4 weeks notice in writing of such termination date. The
Company shall pay the Employee all fees and other amounts owing up to the date
of termination and, in the event that there has not been a breach of this
Agreement by the Employee as described in paragraph 7, the termination payment
in an amount equal to:
a) Six (6) months of the Employee's annual salary if the termination
occurs within the first year of the Agreement;
b) Seven (7) months of the Employee's annual salary if the termination
occurs within the second year of this Agreement;
c) Eight (8) months of the Employee's annual salary if the termination
occurs within the third year of this Agreement;
This amount will be in full satisfaction of all claims that the Employee may
have against the Company.
OWNERSHIP AND USE OF WORK PRODUCTS
----------------------------------
9.1 The Employee agrees that any work product produced by the Employee in
furtherance of the business of the Company, developed by the Employee, will be
the sole and exclusive property of the Company.
9.2 This Agreement does not apply to general techniques, formulae, concepts or
method for which no equipment, supplies, facility or other resources or trade
secret information of the Company was used and which was developed entirely on
the Employee's own time unless such general techniques, formulae, concepts or
method relates directly to the actual or specifically targeted business of the
Company.
9.3 At any and all times during the term of this Agreement, the Employee will
promptly, on the request of the Company, perform all such reasonable acts and
execute and deliver all such documents that may be necessary to vest in the
Company the entire right, title and interest in and to any such work products
determined, by the Company, to be the exclusive property of the Company. Should
any such services be rendered after expiration or termination of this Agreement,
a reasonable fee, mutually agreed upon by the Employee and the Company, will be
paid to the Employee on a per diem basis in addition to reasonable expenses
incurred as a result of rendering such services.
RETURN OF PROPERTY
------------------
10. In the event of termination of this Agreement, the Employee agrees to return
to the Company any property, which may be in the possession or control of the
Employee.
SURVIVAL
--------
11. Notwithstanding the termination of this Agreement for any reason whatsoever,
the provisions of Section 5, 9, and 10 hereof and any other provision of this
Agreement necessary to give efficacy thereto shall continue in full force and
effect for 1 year following such termination.
NOTICE
------
12. Any notice or other communication (each a "Communication") to be given in
connection with this Agreement shall be given in writing and will be given by
personal delivery addressed as follows:
TO: The Neptune Society
0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Attention: President
AND TO: Xxxxx Xxxxxx
0000 000xx Xxx, XX,
Xxxxxxxxx, XX 00000
or at such other address as shall have been designated by Communication by
either party to the other. Any Communication shall be conclusively deemed to
have been received on the date of delivery. If the party giving any
Communication knows or ought reasonably to know of any actual or threatened
interruptions of the mails, any such Communication shall not be sent by mail but
shall be given by personal delivery.
ENTIRE AGREEMENT
----------------
13. This Agreement constitutes and expresses the whole agreement of the parties
hereto with reference to the services of the Employee by the Company, and with
reference to any of the matters or things herein provided for, or hereinbefore
discussed or mentioned with reference to such services; all promises,
representations, and understandings relative thereto being merged herein.
AMENDMENTS AND WAIVERS
----------------------
14. No amendment of this Agreement shall be valid or binding unless set forth in
writing and duly executed by both parties hereto. No waiver or any breach of any
provision of this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, shall be limited to the specific breach waived.
BENEFIT OF AGREEMENT
--------------------
15. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal personal representatives of the Employee and the
successors and assigns of the Employee and the Company.
SEVERABILITY
------------
16. If any provision of this Agreement is deemed to be void or unenforceable, in
whole or in part, it shall not be deemed to affect or impair the validity of any
other provision of this Agreement, and each and every section, subsection and
provision of this Agreement is hereby declared and agreed to be severable from
each other and every other section, subsection or provision hereof and to
constitute separate and distinct covenants. The Employee hereby agrees that all
restrictions herein are reasonable and valid.
17. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. The Company and the Employee hereby irrevocably
consent to the jurisdiction of the courts of the State of California.
COPY OF AGREEMENT
-----------------
18. The Employee hereby acknowledges receipt of a copy of this Agreement duly
signed by the Company.
NUMBER AND GENDER
-----------------
19. Wherever the singular is used in this Agreement it is deemed to include the
plural and wherever the masculine is used it is deemed to include the feminine
or body politic or corporate where the context or the parties so require.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written:
THE NEPTUNE SOCIETY, INC. EMPLOYEE
--------------------------------- ---------------------------------
Authorized Signatory Xxxxx Xxxxxx
In the presence of:
---------------------------------
Witness
---------------------------------
Name
---------------------------------
Address
Appendix A
----------
Chief Marketing Officer
Job Responsibilities
--------------------
Appendix B.
-----------
Management Defined Objectives
