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EMPLOYMENT AGREEMENT
(PRESIDENT)
Nurescell, Inc., a Nevada corporation with its principal place of business
located at 1400 Bristol Street North, Suite 240, Newport Beach, California
("Employer") and William Wilson whose resident address is 10101 Wilshire
Boulevard, Los Angeles, CA 90024 ("Employee") in consideration of the mutual
promises and covenants made herein and other valuable consideration agree as
follows:
ARTICLE 1. ENGAGEMENT
1.1 TITLE, BOARD MEMBERSHIPS. Employer hereby engages Employee and Employee
hereby accepts employment with Employer, to perform Employee's services as
President of Employer and such other services as may be required of
Employee under this Agreement, on the terms and conditions hereinafter set
forth. Employee further agrees to accept election and to serve during all
or any part of the Term (as that Term is defined in Section 2 hereof) of
this Agreement as an officer and/or director of Employer and of any
subsidiary or affiliate of Employer, without compensation therefor, except
as set forth in this Agreement, if elected to any such position by the
shareholders of Employer or by the Board of Directors of Employer (the
"Board") or of any subsidiary or affiliate, as the case may be.
1.2 DUTIES, PLACE OF EMPLOYMENT. Employee shall perform all duties customarily
performed by Employees employed in the capacity of President of companies
engaged in the business of Employer and shall use and devote his full time
and efforts in the discharge of his duties. Employee shall perform his
duties at Employer's principal offices in Newport Beach, California, but
shall travel to and from such address as may be reasonably required in the
performance of such duties. Subject to the terms of this Agreement,
Employee shall comply promptly and faithfully with Employer's reasonable
instructions, directions, requests, rules and regulations. Employer shall
not be deemed to have waived the right to require Employee to perform any
duties hereunder by assigning Employee to any other duties or services.
1.3 "EMPLOYMENT TERM" DEFINED. "Employment term" refers to the entire period of
employment of Employee by Employer, whether for the periods provided above,
or whether terminated earlier as hereinafter provided or
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extended by mutual agreement between Employer and Employee.
ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE
2.1 DUTIES, PLACE OF EMPLOYMENT. Employee shall perform all duties customarily
performed by Employees employed in the capacity of President of companies
engaged in the business of Employer and shall use and devote his full time
and efforts in the discharge of his duties. Employee shall perform his
duties at Employer's principal offices in Newport Beach, California, but
shall travel to and from such address as may be reasonably required in the
performance of such duties.
2.2 MATTERS REQUIRING CONSENT OF BOARD OF DIRECTORS. Employee shall not,
without specific approval of Employer's Board of Directors, do or contract
to do any of the following:
(1) Borrow on behalf of Employer.
(2) Permit any customer of Employer to become indebted to Employer.
(3) Purchase capital equipment for amounts in excess of the amounts
budgeted for expenditure by the Board of Directors.
(4) Sell any single capital asset of Employer.
(5) Terminate the services of any other officer of Employer or hire any
replacement of any officer whose services have been terminated without
the prior written approval of the Board of Directors.
(6) Commit Employer to the expenditure of more than $10,000 for any
purpose without the prior written approval of the Board of Directors.
2.3 DEVOTION TO EMPLOYER'S BUSINESS.
(a) Employee shall devote his entire productive time, ability, and
attention to the business of Employer during the term of this
contract.
(b) Employee shall not engage in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a
business, commercial, or professional nature to any other person
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or organization, whether for compensation or otherwise, without the
prior written consent of Employer's Board of Directors.
(c) This agreement shall not prohibit Employee from making passive
personal investments or conducting private business affairs if those
activities do not materially interfere with the services required
under this agreement. However, Employee shall not directly or
indirectly acquire, hold, or retain any interest in any business
competing with or similar in nature to the business of Employer.
2.4 COMPETITIVE ACTIVITIES.
(a) During the term of this contract Employee shall not, directly or
indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in
any other individual or representative capacity, engage or participate
in any business that is in competition in any manner whatsoever with
the business of Employer.
(b) Employee agrees that during the term of this contract and for a period
of one (1) year after termination of this agreement, Employee shall
not directly or indirectly solicit, hire, recruit, or encourage any
other employee of Employer to leave Employer.
2.5 UNIQUENESS OF EMPLOYEE'S SERVICES. Employee represents and agrees that the
services to be performed under the terms of this contract are of a special,
unique, unusual, extraordinary, and intellectual character that gives them
a peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law. Employee therefore expressly
agrees that Employer, in addition to any other rights or remedies that
Employer may possess, shall be entitled to injunctive and other equitable
relief to prevent or remedy a breach of this contract by Employee.
2.6 INDEMNIFICATION FOR NEGLIGENCE OR MISCONDUCT. Employee shall indemnify and
hold Employer harmless from all liability for loss, damage, or injury to
persons or property resulting from the negligence or misconduct of
Employee.
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2.7 TRADE SECRETS.
(a) The parties acknowledge and agree that during the term of this
agreement and in the course of the discharge of his duties hereunder,
Employee shall have access to and become acquainted with financial,
personnel, sales, scientific, technical and other information
regarding formulas, patterns, compilations, programs, devices,
methods, techniques, operations, plans and processes that are owned by
Employer, actually or potentially used in the operation of Employer's
business, or obtained from third parties under an agreement of
confidentiality, and that such information constitutes Employer's
"trade secrets."
(b) Employee specifically agrees that he shall not misuse, misappropriate,
or disclose in writing, orally or by electronic means, any trade
secrets, directly or indirectly, to any other person or use them in
any way, either during the term of this agreement or at any other time
thereafter, except as is required in the course of his employment.
(c) Employee acknowledges and agrees that the sale or unauthorized use or
disclosure in writing, orally or by electronic means, of any of
Employer's trade secrets obtained by Employee during the course of his
employment under this agreement, including information concerning
Employer's actual or potential work, services, or products, the facts
that any such work, services, or products are planned, under
consideration, or in production, as well as any descriptions thereof,
constitute unfair competition. Employee promises and agrees not to
engage in any unfair competition with Employer, either during the term
of this agreement or at any other time thereafter.
(d) Employee further agrees that all files, records, document, drawings,
specifications, equipment, software, and similar items whether
maintained in hard copy or on line relating to Employer's business,
whether prepared by Employee or others, are and shall remain
exclusively the property of Employer and that they shall not be
removed from the premises or, if kept on-line, from the computer
systems of Employer without the prior written permission of the Board
of Directors.
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ARTICLE 3. TERM
The term ("Term") of this Agreement shall commence as of the date hereof
and shall continue until August 31, 2000 and thereafter shall automatically
renew for consecutive six month term unless (i) terminated by written notice
given by either party to the other at least thirty (30) days prior to the end of
the initial term or any subsequent one year term or (ii) terminated sooner
pursuant to Section 6 of this Agreement. If the Term is extended pursuant to
this Section 3, during such period of extension Employer shall pay Employee all
compensation to which Employee is entitled under this Agreement.
ARTICLE 4. COMPENSATION
During the Term as full compensation for all services to be performed by
Employee pursuant to this Agreement, Employer agrees to pay Employee the base
salary and bonuses set forth in this Section 4, in addition to such other
benefits and compensation as are provided elsewhere in this Agreement.
4.1 BASE SALARY. Employee shall be entitled to an annual base salary of One
Hundred Forty-Four Thousand Dollars ($144,000.00). The base salary shall be
paid to Employee twice a month during the Term.
4.2 COMMITMENT PAYMENTS. As further consideration for the commitment and
obligations of Employee hereunder, Employer shall issue to Employee, One
Hundred Thousand (100,000) shares of Employer's stock at the end of every
six (6) month period of employment, with the first issuance of shares made
on or before August 31, 2000 and every six (6) months thereafter during
the term of this Agreement. In addition, Employee will receive a stock
option for the purchase of Two Hundred Fifty Thousand (250,000) shares of
Employer's stock at the option price of $.75 per share, exercisable on the
anniversary date of each year of employment, commencing the first year of
employment and ending upon termination of this Agreement or August 31, 2000
whichever sooner occurs. Notice of the exercise of any option rights
hereunder must be given no earlier than thirty (30) days prior to the
anniversary date and no later than seven (7) days after such anniversary
date. It is understood, however, that all said shares are to be deemed
"restricted shares" and are received for Employee's own account and not
with a view to or for sale in connection with any distribution of said
shares. All such rights under this Agreement shall be deemed personal and
not subject to transfer or assignment by Employee. To the extent that any
such rights become the subject of a
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stock option plan of the Employer, Employee shall be subject to all terms
and conditions thereof. Notwithstanding the foregoing, to the extent not
previously exercisable, the stock option shall become exercisable in its
entirety in the event that (i) there occurs a Change in Control of Employer
(as defined herein), (ii) Employer concludes the sale of substantially all
of its assets other than in a transaction which is intended primarily to
effect a corporate reorganization without material change in beneficial
ownership of the material business of Employer, or (iii) Employee is
terminated by Employer other than for Cause (as hereinafter defined).
Employee understands that the shares of common stock acquired hereunder
will not be registered under federal and state securities laws and may not
be transferred without registration thereunder or pursuant to an exemption
therefrom and will bear or legend to that effect.
4.3 BONUS. Nothing herein contained shall preclude the Board of Directors of
Employer from authorizing the payment to Employee of a bonus, whether in
cash or capital stock, based upon Employee's performance or other
reasonable criteria. The payment of such additional compensation shall not
operate as an amendment obligating Employer to make any similar payment or
to pay additional compensation at any future time or for any future period
or be deemed to affect the base salary in any manner.
4.4 ADDITIONAL BENEFITS.
(a) MEDICAL INSURANCE. Employer shall provide Employee during the Term with
group accident, medical, dental and hospital insurance coverage, provided
however, that such insurance shall only be provided when determined by the Board
of Directors to be within the financial resources of the Company.
(b) BENEFITS GENERALLY OFFERED. In addition to any other compensation or
benefits to be received by Employee pursuant to the terms of this Agreement,
Employee shall be entitled to participate, to the extent allowable in accordance
with his status, in all employee benefits offered from time to time by Employer
to its senior officers; including, but not limited to, stock option plans, group
life, disability and any other insurance and profit sharing plans.
ARTICLE 5. VACATION
Employee shall be entitled to two (2) weeks paid vacation for each year
worked during the Term.
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ARTICLE 6. TERMINATION
6.1 TERMINATION FOR CAUSE
(a) Employer reserves the right to terminate this agreement if Employee
willfully breaches or habitually neglects the duties which he is
required to perform under the terms of this agreement, or commits acts
of dishonesty, fraud, misrepresentation, or other acts of moral
turpitude, that would prevent the effective performance of his duties.
(b) Employer may at its option terminate this agreement for the reasons
stated in this Section by giving written notice of termination to
Employee without prejudice to any other remedy to which Employer may
be entitled either at law, in equity, or under this agreement.
(c) The notice of termination required by this section shall specify the
ground for the termination and shall be supported by a statement of
relevant facts.
(d) Termination under this section shall be considered "for cause" for the
purpose of this agreement.
6.2 TERMINATION WITHOUT CAUSE
(a) This agreement shall be terminated upon the death of Employee.
(b) Employer reserves the right to terminate this agreement if Employee
suffers any physical or mental disability that would prevent the
performance of his essential job duties under this agreement, unless
reasonable accommodation can be made to allow Employee to continue
working. Such a termination shall be effected by giving fifteen (15)
days written notice of termination to Employee.
(c) Termination under this section shall not be considered "for cause" for
the purposes of this agreement.
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6.3 EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION.
(a) This agreement shall be terminated by any voluntary or involuntary
dissolution of Employer resulting from either a merger or
consolidation in which Employer is not the consolidated or surviving
corporation, or a transfer of all or substantially all of the assets
of Employer.
(b) Termination under this section shall not be considered "for cause" for
the purposes of this agreement.
ARTICLE 7. PAYMENTS UPON TERMINATION OF
EMPLOYMENT
PAYMENTS. In the event of the termination of Employee's employment under
this Agreement by Employer, other than termination for "Cause," or if Employee
voluntarily terminates his employment within 90 days prior to or 180 days after
a Change of Control (the "Change of Control Period"), Employee shall have no
duty to mitigate and Employer shall upon such termination pay to Employee (i)
three months base salary and (ii) continue payment of health benefits for a
period of three months (together, the "Severance Benefits"), provided, however,
if Employer terminates Employee's employment during the Change of Control
Period, then Employer shall pay Employee Severance Benefits for a period of one
year.
ARTICLE 8. EMPLOYEE'S REPRESENTATIONS AND
WARRANTIES
Employee hereby warrants and represents to Employer and Employer as
follows, each of which representation and warranty is material and is being
relied upon by Employer and Employer and each of which is true at and as of the
date hereof:
8.1 EMPLOYEE'S KNOWLEDGE. that Employee has a pre-existing business or personal
relationship with Employer, that he is aware of the business affairs and
financial condition of Employer. Employee acknowledges that Employer has
made available to Employee the opportunity to ask questions and receive
answers from Employer and that Employee could be reasonably assumed to have
the capacity to protect his own interests in connection with entering into
this agreement.
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8.2 NO INCONSISTENT OBLIGATIONS. Employee is under no contractual or other
restriction or obligation, compliance with which is inconsistent with the
execution of this Agreement, the performance of Employee's obligations
hereunder or the other rights of Employer hereunder; and
8.3 NO INFIRMITY. Employee is under no physical or mental disability that would
hinder the performance of Employee's obligations under this Agreement.
ARTICLE 9. PERSONAL NATURE
This Agreement is personal, being entered into upon the singular skill,
qualifications and experience of Employee. Employee shall not assign this
Agreement or any rights, benefits, duties or obligations hereunder without the
express written consent of Employer. Employee hereby grants to Employer the
right to use Employee's name, likeness and/or biography in connection with the
services performed by Employee hereunder and in connection with the advertising
or exploitation of any project with respect to which Employee performs services
hereunder.
ARTICLE 10. NOTICES
Any and all notices or other communications required or permitted by this
Agreement or by law shall be deemed duly served and given when actually received
by personal delivery or by certified mail, return receipt requested, with first
class postage prepaid thereon, to the party to whom such notice or communication
is directed, addressed as follows:
EMPLOYER: NURESCELL INC.
1400 Bristol Street North, Suite 240
Newport Beach, CA 92660
EMPLOYEE: WILLIAM WILSON
10101 Wilshire Boulevard
Los Angeles, CA 90024
Each of the parties hereto may change its address for purposes of this
Section 11 by giving written notice of such change in the manner provided for in
this Section 11.
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ARTICLE 11. GOOD FAITH
All approvals and consents required to be given by any party to this
Agreement shall be given or withheld in good faith and may not be unreasonably
withheld. Each party hereto shall use due diligence in its attempt to accomplish
any act required to be accomplished by that party.
ARTICLE 12. ATTORNEY'S FEES AND EXPENSES
In the event that it should become necessary for any party to this
Agreement to bring an action, including any agreed upon arbitration, either at
law or in equity, to enforce or interpret the terms of this Agreement, the
prevailing party in such action shall be entitled to recover its reasonable
attorneys' fees and expenses as a part of any judgment therein, in addition to
any other award which may be granted.
ARTICLE 13. APPLICABLE LAW/VENUE
This Agreement is executed and intended to be performed in the State of
California and the laws of such state shall govern its interpretation and
effect. If suit is instituted by any party hereto by any other party hereto for
any cause or matter arising from or in connection with the respective rights or
obligations of the parties hereunder, the sole jurisdiction and venue for such
action shall be the Superior Court of the State of California in and for Orange
County.
ARTICLE 14. INTEGRATED AGREEMENT
This Agreement constitutes the entire agreement of the parties with respect
to the subject matter of this Agreement.
ARTICLE 15. SEVERABILITY
Any provision in this Agreement which is, by competent judicial authority,
declared illegal, invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without invalidating the remaining provisions hereof or
affecting the legality, validity or enforceability of such provision in any
other jurisdiction. The parties hereto agree to negotiate in good faith to
replace any illegal, invalid or unenforceable provision of this Agreement with a
legal, valid and enforceable provision that, to the extent possible, will
preserve the economic bargain of this Agreement, or otherwise to amend this
Agreement, including the provision relating to choice of law, to achieve such
result.
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ARTICLE 16. WAIVER
No waiver of any of the provisions of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
16.1 PARTIAL INVALIDITY. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without
being impaired or invalidated in any way.
16.2 LAW GOVERNING AGREEMENT. This agreement shall be governed by and construed
in accordance with the laws of the State of California. The parties agree
to submit to the jurisdiction and venue of the Orange County Superior
Court.
16.3 SUMS DUE DECEASED EMPLOYEE. If Employee dies prior to the expiration of
the term of his employment, any sums that may be due him from Employer
under this agreement as of the date of death shall be paid to Employee's
spouse, if any, or if employee is not married, then to his heirs.
ARTICLE 17. APPROVAL OF THE BOARD OF
DIRECTORS
The Board of Directors has approved the terms of this Agreement and shall
execute an appropriate resolution which shall be certified by the Secretary
thereof.
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ARTICLE 18. COUNTERPARTS; EXECUTION BY
FACSIMILE
This Agreement and/or any amendments to this Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement is
effective when each party has received an executed version transmitted to such
party via facsimile by the other party.
Executed on March 1, 2000, at Newport Beach, California.
EMPLOYER EMPLOYEE
NURESCELL INC., a Nevada Corporation
_______________________________
WILLIAM WILSON
By:______________________________
Adrian Joseph, Chief Executive
Officer
