Agreement made as of the 1st day of July, 2000 between Struthers, Inc.
(hereinafter referred to the as the "Company" and/or "Employer") with offices at
1 Carriage Lane, Bldg. D, Suite G-E, Charleston, South Carolina 29407 and Rhett
Seabrook (hereinafter referred to as "Employee") residing at 510 B. East Ashley
Avenue, P.O. Box 1820, Folly Beach, South Carolina 29439. It is understood and
agreed that any reference herein to "Company" and/or "Employer" shall be deemed
to include any of its subsidiaries and/or companies controlled by it or over
which it may have common control in conjunction with other entities.
Whereas, the Employee is presently employed by the Company as its
Secretary and also acts as a member of the Company's Board of Directors;
Whereas, the Company wishes to continue to employ the Employee as its
Secretary; and
Whereas, the Employee wishes to continue his employment as Secretary of
the Company and agrees to continue acting as a member of the Company's Board of
Directors.
Now, therefore, the parties hereto agree as follows:
1. The foregoing paragraphs are hereby incorporated into and made a
part of this Agreement by this reference.
2. The Company hereby agrees to employ the Employee and the Employee
hereby accepts employment with the Company upon the terms and conditions
hereinafter set forth.
3. The terms of this Agreement sha11 commence on the date hereof and
shall continue for forty-two (42) months, unless sooner teminated as herein
provided. This Agreement may be extended by mutual written agreement of the
parties.
4. The Company agrees to pay Employee durlng his employment hereunder
an annual salary as follows :
for the period July 1,2000 through December 31, 2000 $100,000
for the period January 1, 2001 through June 30, 2001 $125,000
for the period July 1,2001 through December 31, 2001 $150,000
<PAGE>
for the period January 1, 2002 through June 30, 2002 $175,000
for the period July 1, 2002 through December 31, 2002 $200,000
for the period January 1, 2003 through June 30,2003 $225,000
for the period July 1, 2003 through December 31, 2003 $250,000
The aforesaid salary shall be payable in equal bi-weekly installments at the end
of each bi-weekly period and shall be subject to withholding of applicable taxes
and other applicable deductions.
In addition to the salary as herein provided, Employee shall be
entitled to receive all benefits as all other executive employees, including,
but not limited to, Employee Stock Options, health insurance, life insurance,
retirement and pension plans and the like, if any.
5. Employee shall continue his duties of being responsible for sales
and marketing of the Company's porcine reproduction biotechnology and genetics.
Employee shall undertake such other additional duties, as, from time to time,
are given to him by the Board ofDirectors. The foregoing powers and the
authority are subject to a general direction, approval and control of the
Company's Board of Directors, Employee agrees to serve the Company and
faithfully and to the best or his ability shall devote his entire professional
time, attention and energy to the business of the Company and except as herein
specifically otherwise provided, shall dcvote his entire professional time,
attention and energy to the busincss of the Company during regular business
hours and any such other times as the Company may reasonably request. During
the term hereof, and without the written consent of the Company, Employee may
not be engaged in any other business or professional activity. Employee,
however, may be a passive investor in any other business or profession
providing same does not require Employee's services in the operation of their
affairs and providing same are not in competition, directly or indirectly, with
the Company or its affiliates or subsidiaries.
6. The parties acknowledge that the Employer is in the business of
providing and breeding genetically superior swine through the use of, among
other things, embryo transplants and semen.
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The parties further acknowledge that Employer's business is highly
specialized and that Employee has in-depth experience in this field. Employee
acknowledges that documents and other information regarding Employer's pricing
and costs, as well as information pertaining to Employer's customers, are highly
confidential and constitute trade secrets and that this is so far the purpose of
this Agreement even though Employee may have prior knowledge in these areas.
7. Prior hereto and during the term of this Agreement, Employee has had
and wi11 continue to have access to, and become familiar with, various trade
secrets and confidential information belonging to Employer, including, but not
limited to, the documents and information referred to in Paragraph 6 above.
Although Employee may have prior personal knowledge of the foregoing, Employee
acknowledges that such confidential information and trade secrets are owned
and shall continue to be owed solely by Employer. During thc term of his
employment and for thirty-six (36) months after this Agreement expires by its
term or such employment is terminated for any reason, regardless of whether
temination is initiated by Employer or Employee, Employee agrees not to use,
communicate, reveal or otherwise make available such information for any
purpose whatsoever, or to divulge such information to any person, partnership,
corporation or entity other than Employer or persons expressly designated by
Employer, unless such Employee is compelled to disclose it by judicial process.
8. Under no circumstances shall Employee remove from Employer's office
any of Employer's books, records, documents, or customer lists, or any copies
of such documents, without the Employer's prior written consent; nor shall
Employee make any copies of such books, records, documents, or customer lists
for use outside of Employer's office, except as specifically authorized in
writing by Employer.
9. Employee agrees that for a period of twenty-four (24) months after
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this Agreement expires by its term or has been terminated for any
reason, regardless of whether the termination is initiated by Employer or
Employee:
(1) Employee will not, directly or indirectly, solicit any person,
company, firm, or corporation who is or was a customer of or
otherwise did business with Employer during a period of five (5)
years prior to the termination of Employee's employment. Employee
agrees not to solicit such persons or entities on behalf of
himself or any other person, firm, company, or corporation.
(2) Employee will not accept employment with, or act as a consultant,
contractor, advisor, or in any other capacity for, a competitor
of the Employer, or enter into competition with the Employer,
either by himself or through any entity owned or managed in whole
or in part by the Employee.
(3) Thc parties have attempted to limit Employee's right to compete
only to the extent necessary to protect Employer from unfair
competition. The parties recognize, however, that reasonable
people may differ in making such a determination. Consequently,
the parties hereby agree that, if the scope or enforceability of
the restrictive covenant is in any way disputed at any time, a
court or other trier of fact may modify and enforce the covenant
to the extent that it believes the covenant is reasonable under
the circumstances existing at that time.
(4) Employee further acknowledges that: (1) in the event his
employment with Employer terminates for any reason, regardless of
whether the termination is initiated by Employer or Employee, he
will be able to earn a livelihood without violating the foregoing
restrictions; and (2) his ability to earn a livelihood without
violating such restrictions is a material condition of his
employment with Employer.
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10. Employee acknowledges that: (1) compliance with Paragraphs 6
through 9 herein is necessary to protect the Employer's business and good will;
(2) a breach of those Paragraphs will irreparably and continually damage
Employer; and (3) an award of money damages will not be adequate to remedy such
harm.
(1) Consequcntly, Employee agrees that, in the event he breaches or
threatens to breach any of these covenants, Employer shall be
entitled to both: (1) a preliminary or permanent injunction in
order to prevent the continuation of such harm; and (2) money
damages, insofar as they can be determined, including, without
limitation, thc recovery of the fun amount of any fees,
compensation, or other remuneration earned by Employee during
and/or as a result of any such breach and all reasonable costs
and attorneys' fees incurred by the Employer in enforcing the
provisions of this Agreement. Nothing in this Agreement, however,
shall prohibit Employer from also pursuing any other remedy.
(2) If, after the expiration of the twenty-four (24) month period
referrcd to in Paragraph 9 hereof, employee becomes affiliated
with any business that competes with Employer, either as a
shareholder, manager, partner, creditor, employee, consultant,
agent or independent contractor, and during the thirty-six (36)
month period enumerated in Paragraph 7 herein a customer or
account of Employer becomes a customer or account of the
competing business with which Employee is affiliated, this fact:
shall be presumptive evidence that Employee has breached the
terms of this Agreement, and the burden of proving otherwise
sha1l rest upon Employee.
11. If, in one or more instances, either party fail~ to insist that the
other party pcrform any of the terms of this Agreement, such failure shall not
be construed as a waiver by such party of any past,
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present, or future right granted under this Agreement, and the obligations of
both parties under this Agreement shall continue in full force and effect.
12. This Agreement shall terminate pursuant to Paragraph 3 or upon
anyone of the following events:
(1) The mutual agreement of the parties;
(2) Immediately upon the death of Employee; or
(3) Termination by the Employer if, in the opinion of the Board of
Directors, Employee is not acting to thc best of his ability
and/or in the best interests of the Company.
13. The obligations contained in Paragraphs 6 through 9 shall survive
the termination of this Agreement. In addition, tbe termination of this
Agreement shall not affect any of the rights or obligations of either party
arising prior to, or at the time of, the termination of this Agreement, or which
may arise by any event causing the termination of this Agreement.
14. Employee shall not have the right to assign any of his rights or
obligations under this Agreement without the prior written approval of the
Employer.
15. If any provision, paragraph, or subparagraph of this Agreement is
adjudged by any court to be void or unenforceable in whole or in part, this
adjudication shall not affect the validity of the remainder of the Agreement,
including any other provision, paragraph, or subparagraph. Each provision,
paragraph, and subparagraph of this Agreement is separable from every other
provision, paragraph, and subparagraph, and constitutes a separate and distinct
covenant.
16. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties and their respective successors, assigns, executors,
administrators, and personal representatives.
17. Any notice to be given herein shall be in writing and sent by
postage prepaid, certified mail, return receipt requested, to the party to whom
notice is being sent at the address as set forth in
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this Agreement. Either party may change the address to which notices are to be
sent by so notifying the other party in writing as set forth in this
Paragraph. If mailed as provided in this Agreement, notice shall be deemed to
have been given as of the date of mailing.
18. This Agreement constitutes the complete understanding between the
parties, all prior representations or agreements having been merged into this
Agreement.
19. No alteration of or modification to any of the provisions of this
Agreement shall be valid unless made in writing and signed by both parties.
20. This Agreement shall be subject to and governed by the laws of the
State of Nevada without giving effect to the principles of conflicts of law.
In witness whereof, the parties hereto have executed this Employment
Agreement as of the date heretofore set forth.
STRUTHERS, INC.
By DOUGLAS W. BEATTY
-----------------
Douglas W. Beatty, President
RHETT SEABROOK
-----------------
Rhett Seabrook
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STATE OF SOUTH CAROLINA )
)SS.:
COUNTY OF CHARLESTON )
On the 11th day of October, 2000 before me personally came Douglas W.
Beatty, to me known, who being by me duly sworn, did depose and say that he
is the President of Struthers, Inc., the corporation described in and which
executed the foregoing Employment Agreement and that he signed his name thereto
by order of the Board of Directors of said corporation.
[SEAL]
RUSSELL THOMAS
-----------------
Notary Public
NOTARY PUBLIC FOR SOUTH CAROLINA
My commission expires November 26, 2006
STATE OF SOUTH CAROLINA )
)SS.:
COUNTY OF CHARLESTON )
On the 11th day of October, 2000 before me personally came Rhett
Seabrook, to me known to be the individual described in and who executed the
foregoing Employment Agreement, and acknowledged that he executed the same.
[SEAL]
RUSSELL THOMAS
-----------------
Notary Public
NOTARY PUBLIC FOR SOUTH CAROLINA
My commission expires November 26, 2006
8
