Exhibit 10.21
This Employment Agreement, entered into as of July 1, 2000 by and between
ACCIDENT PREVENTION PLUS, 1NC., a Nevada corporation (the "Company"), and JULIUS
J. VALENTE, JR. (the "Executive").
In consideration of the following mutual covenants and agreements
hereinafter set forth, the Company and Executive do hereby agree as follows:
1. Employment - Position and Duties.
(a) Employment. Commencing as of July 1, 2000, the Company hereby employs
Executive as Chief Financial Officer on the terms and conditions set forth
herein. Executive shall perform such duties and responsibilities as may from
time to time be prescribed by the Board of directors of the Company, provided
that such duties and responsibilities are consistent with executive's position
which will include the overall direction of Comany and for the faithful
discharge of such different or additional duties including, but not limited to,
financial administrative and corporate functions as well as overseeing
operations both domestically and internationally. Executive agrees to perform
faithfuly and filigently the customary duties of said office to the best of
Executive's ability.
(b) Employment Period. The employment period (the"Employment Period") shall
commence on July 1, 2000 and shall be for an initial term of one(1) year, and
thereafter the Employment period shall be renewed and extended for a period of
up to Five (5) consecutive One(1) year periods based on a majority vote of the
Board of Directors unless earlier terminated by either party by giving not less
than Three (3) months' notice prior to the end of said One(1) year period.
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2. Compensation. In consideration of the services provided to the Company
by Executive, the Company shall pay to Executive a monthly gross base salary
("Base Salary") of Ten Thousand dollars ($10,000.00), payable in accordance with
the Company's customary payroll practices throughout the Employment Period,
subject to Section 5 hereof. However, for the first Six (6) months of this
Agreement, Executive agrees to defer this salary which will be accrued and
paid on or before December 31, 2000.
In further consideration of Executive entering into this Agreement, the
Company shall grant to Executive 250,000 shares of common stock on the first day
permitted by applicable SEC regulations.
Both Executive and the Company agree that at the end of each employment
year, Executive's base salary shall be increased by an amount determined by
multiplying Executives original base salary by the numerator of the Consumer
Price Index (CPI) as of January of each such year. An additional compensation
will occur for meeting specific performance goals as outlined in "Attachment A".
An annual cash bonus of One percent (1%) of the Net Profit of the Company
as determined by the Board of Directors will be awarded to Executive. An
Employee Stock Option Plan will also be granted to Executive for the purchase of
Company stock warrants as outlined in "Attachment B".
Executive will receive Twenty (20) paid working days for vacation over and
above the legal holidays recognized by the United States Federal Government as
non-working days for all employees and an additional Five (5) days for sick or
personal leave. For every Five (5) years of employment, Executive will receive
Five (5) additional working days for vacation. All days are non-accruable.
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3. Benefits. During the Employment Period:
(a) Fringe Benefits. If requested by the Executive, Executive shall at
all times during the Employment Period be entitled to participate in the
Company's disability, or health, medical or similar plans which are from time to
time in effect and which the Company offers to its employees. All costs
associated with individual medical insurance will be paid by the Company. The
Company shall also provide Executive with corporate credit cards which shall
only be used for Corporation purposes.
(b) Travel and Entertainment. The Company shall reimburse Executive in
accordance with the Company's normal practice for all reasonable and necessary
expenses incurred by Executive in connection with the business of the Company
including travel and entertainment expenses, upon presentation by Executive of
itemized accounts of such expenditures or such other supporting information as
the Company will require. Additionally, any single expense item in excess of
Five Hundred Dollars ($500) shall be approved by the President of the Company.
(c) Automobile. If requested by Executive, the Company shall reimburse
Executive for up to Five Hundred Dollars ($500) per month for expenses incurred
by Executive in connection with the purchase, lease and use of an automobile
upon presentation by Executive of such supporting information as the Company
will require. The Company shall reimburse Executive for all costs of insurance
for such automobile upon presentation by Executive of such supporting
information as the Company will require.
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4. Unnauthorized Disclosure.
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(a) Non-Competition. During the Employment Period and for a period
of(i) five (5) years thereafter in the case of any termination of the
Executive's employment other than a termination of such employment by the
Company without Cause (as hereinafter defined) or (ii) two (2) years thereafter
in the case of a termination of the Executive's employment by the Company
without Cause (the "Restricted Period"), the Executive shall not, unless
Executive receives the prior written consent of the Company, directly or
indirectly, own an interest in, manage, operate, join, control, lend money or
render financial or other assistance to or participate in or be connected with,
as an officer, employee, partner, stockholder, consultant or otherwise, any
individual partnership, firm, corporation or other business organization or
entity that, at such time, is engaged in any business which is engaged in or
competes with the business of the Company.
(b) No Interference. During the Restricted Period, the Executive shall
not, whether for his own account or for the account of any other individual,
partnership, firm, corporation or other business organization., intentionally
solicit, endeavor to entice away from the Company, or otherwise interfere with
the relationship of the Company, with any person who is employed by the Company
or any person or entity who is, or was within the then most recent Twenty Four
(24) month period, a customer or client of the Company.
(c) Secrecy. The Executive recognizes that the services to be
performed by him hereunder are special, unique and extraordinary in that, by
reason of his employment with the Company, he may acquire confidential
information and trade secrets concerning the operation of the Company, the use
or disclosure of which could cause the Company substantial loss and damages
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which could be readily calculated and for which no remedy at law would be
adequate. Accordingly, the Executive covenants and agrees with the Company that
he will not at any time, except in the performance of his obligations to the
Company hereunder or with the prior written. consent of the Company, directly or
indirectly, disclose any secret or confidential information that he may learn
has learned by reason of his association with the Company, or any predccessors
to its business, or use any such information to the detriment of the Company.
The term "confidential information" includes, without limitation, information
not previously disclosed to the public or to the trade by the Company with
respect to the Company's products, manufacturing processes, ficilities and
methods, research and development, trade secrets and other intellectual
property, systems, patents and patent applications, procedures, manuals,
confidential reports, product price lists, customer lists, financial information
(including the revenues, costs or profits associated with any of the Company's
products), business plans, prospects or opportunities.
(d) Exclusive Property. The Executive confirms that all confidential
information is the exclusive property of the Company. All business records,
papers and documents kept or made by the Executive relating to the business of
the Company shall be and remain the property of the Company during the
Employment Period and at all times thereafter. Upon the termination of his
employment with the Company or upon the request of the Company at any time, the
Executive shall promptly deliver to the Company or upon the request of the
Company at any time, the Executive shall promptly deliver to the Company, and
shall retain no copies of, any written materials, records and documents made by
the Executive or coming into his possession concerning the business or affairs
of the Company other than personal notes or correspondence of the Executive not
containing proprietary information relating to such business or affairs.
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(e) Inventions. Any invention, improvement or discovery, whether or
not patentable, that related to past or present business of the Company
(including research and evaluation),which the Executive may conceive or make,
either alone or in conjunction with others (1) in the course of his employment
or within Twenty-Four (24) months immediately thereafter, or (ii) which the
Executive made prior to the effective date of his employment with the Company
and which was contributed to the capital of the Company, shall be the sole and
exclusive property of the Company. The Executive will disclose to the Company
each such invention, improvement or discovery and will, whenever requested to do
so by the Company, promptly execute any and all applications, assignments and
other instruments which the Company shall deem necessary in order to apply for
and obtain letters patent of the United States and/or foreign countries for said
invention, improvement or discovery, and in order to assign and convey to the
Company or its order the sole and exclusive right, title and interest in and to
said invention, improvement or discovery.
(f) Injunctive Relief. The Executive acknowledges that a breach of any
of the covenants contained in this Section 4 may result in material irreparable
injury to the Company for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that, in the
event of such a breach or threat thereof, any payments remaining under the terms
of this Agreement shall cease and the Company shall be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction
restraining the Executive from engaging in activities prohibited by this Section
4. The Executive hereby agrees and consents that such injunctive relief may be
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sought ex parte in any state or federal court of record in the State of New
York, or in the state and county in which such violation may occur or in any
other court having jurisdiction, at the election of the Company. The Executive
agrees to and hereby does submit to in personal jurisdiction before each and
every such court for that purpose.
5. Termination.
(a) Death. Executives employment hereunder shall terminate upon the
death of Executive.
(b) Incapacity. The Company may terminate Executive's employment
hereunder upon Fifteen (15) days' prior notice by giving written Notice of
Termination (as defined below) to Executive in the event of Executive's
incapacity ("incapacity") due to physical or mental illness which prevents the
proper performance of all or substantially all of Executive's duties set forth
herein for a period of Sixty (60) consecutive days. Any question as to the
existence or extent of the incapacity of Executive upon which the Company and
Executive cannot agree shall be determined by a qualified independent physician
selected by the Company and Executive or Executive's representative, as the case
may be. The determination of such physician certified in writing to the Company
and to Executive shall be final and conclusive for all purposes of this
Agreement.
(c) Cause. The Company may terminate Executive's employment contract
hereunder for Cause by giving written Notice of Termination to Executive. For
purposes of this Agreement, the Company shall have "Cause" to terminate
Executive's employment hereunder upon Executive's (i) habitual drunkenness or
willful failure to perform and discharge his material duties and
responsibilities hereunder or any breach by Executive of any material provision
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of Section 4 hereof, or (ii) misconduct that is materially injurious to the
Company, or (iii) conviction of a felony or any crime involving moral turpitude,
or (iv) the Executive's disregard of a direct order of the Board of Directors,
the substance of which order is (x) a proper duty of the Executive pursuant to
this Agreement, (y) permitted by law and (z) otherwise permitted by this
Agreement, which disregard continues for a period of Ten (10) days.
(d) Notice of Termination. Any termination by the Company pursuant to
subsection (b) or (c) above shall be communicated by written Notice of
Termination to Executive. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision of this Agreement relief upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for such termination as
determined by majority vote of the Board of Directors. A date of termination
specified in such Notice of Termination shall not be dated earlier than the date
such Notice is delivered or mailed to Executive.
(e) Obligation to Pay.
(i) If Executive's employment shall be terminated by reason of
death, Executive's estate shall be paid by the Company all sums otherwise
payable to Executive through the end of the month in which the Executive's death
occurred. Thereafter the Company shall not have any further obligations under
this Agreement.
(ii) If the Executive's employment is terminated by reason of
incapacity in accordance with Section 5(b) hereof; Executive or the person
charged with legal responsibility for Executive's estate shall be paid by the
Company all sums otherwise payable to Executive, when and as due, including any
benefits accrued or accruable to Executive, through the date of termination
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specified in the Notice of Termination and the Company shall not have any
further obligation to Executive under this Agreement. The Company will maintain
a Disability insurance Policy on behalf of Executive.
(iii) If Executive's employment shall be terminated for Cause,
Executive shall be paid the Base Salary, any commission due to Executive and all
benefits pursuant to Section 3 of this Agreement through the date of termination
specified in the Notice of Termination and the Company shall not have any
further obligations to Executive under this Agreement
(f) Terinination Obligation.
(i) Upon termination of this Agreement, Executive shall be deemed
to have resigned from all offices and Board of Directors positions then held
with the Company.
(ii) All of Executive's obligations under Section 4 and 5 and all
of the Company's rights and remedies with respect thereto shall survive
termination of this Agreement.
(iii) If the Executive leaves the Company with cause, the Company
reserves the might to buy back up to 75% of Executive's stock. The value of this
stock will be determined by the closing bid on the date of termination of
Executive and will be paid over a five year period based on an interest bearing
note provided to Executive. The finding of this "buyback" will be provided by
an insurance policy or other means specifically established for this purpose
6. Notices.
For the purpose of this Agreement, notices and all other
communications to either party hereunder provided for in the Agreement shall be
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in writing and shall be periodically delivered in person or mailed by registered
or certified mail or the reasonable substitute (e.g. Federal Express), postage
pi-epaid, or sent by telecopy, addressed, in the case of the Company to:
The Company:
Accident Prevention Plus, Inc.
325 Wireless Boulevard
Hauppaug; New York 11778
Telephone No: (516) 390-0600
Telecopy No.: (516) 265-3351
and in the case of Executive, to the address set forth opposite Executives name
on the signature page hereto; or to such other address as either party shall
designate by giving written notice of such change to the other party.
7. Waiver. Modification.
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is approved by the Board of
Directors and agreed to in writing signed by Executive and such officer as may
be specifically authorized by the Board of Directors. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.
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8. Validity.
The invalidity or unenforeeability of any provision or provisions of
this Agreemeni shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
9. Survival.
The provisions of this Agreement shall not survive the termination
ofExecutive's employment hereunder, except that the provisions of Section 4
hereof shall survive such termination and shall be binding upon Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees, and except that the provisions of Section 5
hereof relating to payments and termination of Executive's employment hereunder
shall survive such termination and shall be binding upon the Company and its
successors and permitted assigns, and except that other provisions of this
Agreement which specifically or impliedly contemplate their survival of the
termination of this Agreement shall survive and be binding upon the parties,
their representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees and the Company and its successors and
permitted assigns.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
11. Entire Agreement. This agreement constitutes the full agreement and
understanding of the parties hereto and all prior agreements or understandings
are merged herein. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.
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12. Governing Law. This Agreement shall be interpreted under the laws of
the State of New York.
13. Non-Assignment. This Agreement, and the parties' rights, duties and
obligations under this Agreement, are not transferable, delegable or assignable
by a party hereto without the prior written consent of the other and any
purported assignment shall be void.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written
EXECUTIVE
By /s/ Julius J. Valente
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Home Address: 24 Chimney C Lane
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ACCIDENT PREVENTION PLUS, INC.
By /s/
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Title: CEO
Office Address: 325 Wire1ess Boulevard
Hauppauge, New York 11788
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ATTACHMENT A
PERFORMANCE GOALS COMPENSATION
a). One Percent (1%) of the Net Profit of the Company as determined by the
Board of Directors
b). Specific performance goal compensation will be decided at a later date not
to exceed a one year period from the signing of this Agreement.
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ATTACHMENT B
EMPLOYEE STOCK OPTION PLAN
a). Executive Will have the right to purchase Warrants that represent Five
Hundred Thousand (500,000) shares of Common Stock at One Dollar and Forty-Five
Cents ($1.45) per share within Five (5) years of the signing of this Agreement.
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