Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT"), is made and entered into as
of the 31st day of March, 2000, by and between TSI HANDLING, INC. d/b/a DYNA-CAM
ENGINE CORPORATION, a Nevada corporation (the "COMPANY"), and DENNIS C. PALMER
("EXECUTIVE").
RECITALS:
A. The Company is in the business of designing, manufacturing and selling
its patented multipurpose piston engine know as the Dyna-Cam engine.
B. The Company acquired substantially all of the assets of Dyna-Cam Engine
Corp. pursuant to a certain Asset Exchange Agreement ("EXCHANGE AGREEMENT") of
even date herewith.
C. The Company desires to retain Executive to act as its Executive Vice
President and Chief Engineer, and the Executive desires to accept such
employment.
D. Execution of this Agreement is a condition precedent to the parties'
obligations under the Exchange Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises and conditions
contained herein, the parties agree as follows:
1. POSITION AND DUTIES. The Company hereby hires Executive, and Executive
hereby accepts such employment on the terms contained herein. Executive shall
have the title and position of Executive Vice President and Chief Engineer.
Executive shall report to the President of the Company or her designee, and
shall generally supervise and control the business and affairs of the Company,
perform all other responsibilities of the Executive Vice President as set forth
in the Company's Bylaws and perform such other tasks as may be assigned by the
President or Board of Directors of the Company from time to time.
Notwithstanding the foregoing, Executive's title, position and responsibilities
may be changed from time to time.
Executive shall devote his full working time and creative energies to
the performance of his duties hereunder and will at all times devote such
additional time and efforts as are reasonably sufficient for fulfilling the
significant responsibilities entrusted to him. Executive warrants that his
employment by the Company will not:
(a) violate any non-disclosure agreements, covenants against
competition or other restrictive covenants made by Executive to or for the
benefit of any previous employer, entity or partner; or
(b) violate or constitute a breach or default under any judgment,
order, decree, writ, injunction, deed, instrument, contract, or permit to
which Executive is a party or by which Executive is bound.
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2. PERIOD OF CONTRACT EMPLOYMENT. The term "PERIOD OF CONTRACT EMPLOYMENT,"
as used in this Agreement, means the period beginning on the effective date of
this Agreement and ending on the earlier of (a) March 31, 2005 or (b)
termination of Executive's employment with the Company pursuant to Section 6 or
7 herein. This Agreement shall automatically be renewed for a like term unless
written notice of termination is given as provided herein at least thirty (30)
days prior to the termination of the Period of Contract Employment.
3. ANNUAL BASE SALARY. The Company shall pay Executive a base salary (the
"BASE SALARY") in the annual amount of Sixty Thousand Dollars ($60,000.00). The
Base Salary shall be payable as current salary, subject to all applicable
withholding and deductions, in installments in accordance with the Company's
customary payroll practices.
4. INCENTIVE COMPENSATION.
(a) Subject to the vesting provisions below, on the effective date of
this Agreement, the Company shall grant Executive options to purchase two
million (2,000,000) shares of the Company's common stock, $.001 per value
per share, at an exercise price of $0.30 per share. Such options shall vest
in Executive in five equal annual installments on March 31, 2001, 2002,
2003, 2004 and 2005, respectively. If this Agreement is terminated for any
reason prior to March 31, 2005, all unvested options shall be forfeited.
(b) Executive's performance will be reviewed at least annually by the
Company's Board of Directors. At such time(s), Executive may receive a Base
Salary adjustment, merit bonuses, or both, as determined in the sole
discretion of the non-management members of the Board of Directors. Such
bonuses may be paid in cash, stock, options or any combination thereof, as
determined by the Board of Directors. Salary adjustments and merit bonuses,
if any, shall be determined solely by a majority of the non-management
directors of the Company and will be based upon Company profitability,
actual compared to projected production performance, costs of
manufacturing, capital investments, and development of manufacturing
capability. Any merit bonus shall not exceed the then current Base Salary
amount.
(c) Executive shall be eligible to participate in any stock option
plan or other incentive plan adopted by the Company to the same extent as
other executive officers of the Company.
5. BENEFITS.
(a) During the Period of Contract Employment, Executive shall be
entitled to participate in any employee benefit plan or other arrangement,
including but not limited to any medical, dental, pension, retirement,
disability and sick leave generally made available by the Company to its
employees, subject to or on a basis consistent with the terms, conditions,
eligibility requirements and overall administration of such plans or
arrangements; PROVIDED, that such plans and arrangements are made available
at the discretion of the Company and nothing in this Agreement establishes
any right of Executive to the availability of, eligibility for or
continuance of any such plan or arrangement.
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(b) Executive shall be reimbursed for his reasonable business expenses
in accordance with the general policy of the Company.
(c) Executive shall earn four weeks of paid vacation during each full
year of employment. Vacation must be taken during the year in which it is
earned or it will be forfeited.
6. TERMINATION BY THE COMPANY. The Company may terminate Executive's
employment hereunder with or without Due Cause (as defined below) at any time
during the Period of Contract Employment by giving written notice ("TERMINATION
NOTICE") to Executive. Such termination shall become effective upon the date
specified in the Termination Notice (the "TERMINATION DATE").
(a) In the event such termination is without Due Cause and the
termination is not pursuant to subsections (b), (c) or (d) of this Section,
Executive shall be entitled to:
(i) payment of all earned but unpaid Base Salary, and vacation pay
through The date of termination, payable in a lump sum within
ten (10) days after the Termination Date;
(ii) payment of an amount equal to one (1) year of Base Salary, for
each year of employment with the Company during the Period of
Contract Employment, up to a total of three (3) years Base
Salary, less applicable deductions, payable in not more than
twenty-four (24) equal monthly installments, PROVIDED Executive
is not in violation of Sections 8 through 15 of this Agreement
and PROVIDED FURTHER that Executive shall have executed and
delivered to the Company a General Release in the form attached
hereto as Exhibit A;
(iii) rights and benefits of Executive under the benefit plans and
programs of the Company, or which are paid by the Company, as
determined in accordance with the provisions of such plans and
programs; and
(iv) upon termination of his employment by the Company under this
subsection (a), Executive shall have no right to compensation
except as set forth in this subsection of this Agreement.
(b) Executive's employment may be terminated by the Company at any
time for Due Cause (as defined below). In the event of such termination,
the Company shall pay to Executive his Base Salary and any unused vacation
accrued to the Termination Date and not theretofore paid to Executive.
Rights and benefits of Executive under the benefit plans and programs of
the Company, or which are paid by the Company, shall be determined in
accordance with the provisions of such plans and programs. Upon termination
of his employment by the Company under this subsection (b), Executive shall
have no right to compensation except as set forth in this subsection of
this Agreement. For purposes hereof, "DUE CAUSE" shall mean (i) Executive's
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neglect or misconduct in the discharge of his duties and responsibilities
as determined by the Board of Directors of the Company; (ii) Executive's
failure to obey appropriate written directions from the President or Board
of Directors of the Company, which failure has the affect of injuring the
business or business relationships of the Company; (iii) any willful or
purposeful act (or any act or omission taken in bad faith) of Executive
having the effect of materially injuring the Company; (iv) Executive's
conviction for a felony or for any other crime involving dishonesty; (v)
Executive's breach of his duty of loyalty to the Company which breach has
the effect of materially injuring the Company; (vi) a final determination
by a court or governmental agency that Executive failed to comply with an
applicable law, ordinance, rule or regulation materially affecting the
Company for which Executive was directly responsible; (vii) continued poor
performance after being given a reasonable opportunity to correct his
performance; (viii) the breach of any term or provision of this Agreement
by Executive.
(c) In the event of the death of Executive, the Company shall pay to
the estate or other legal representatives of Executive the Base Salary and
any unused vacation accrued to the date of death and not theretofore paid
to Executive. Rights and benefits of the estate or other legal
representative of Executive under the benefit plans and programs of the
Company, or which are paid by the Company, shall be determined in
accordance with the provision of said plans and programs. Neither the
estate nor other legal representative of Executive shall have any further
rights or obligations under this Agreement.
(d) If Executive shall become incapacitated by reason of physical or
mental disability (as defined in regulations promulgated by the Social
Security Administration and in effect from time to time) or shall fail to
perform his normal duties for the Company for a period of two (2)
consecutive months or for a cumulative period of four (4) months in any
period of twelve (12) consecutive months, Executive's employment may be
terminated by the Company or Executive upon written notice to the other.
The parties agree that in such event, Executive shall not be considered as
a Qualified Individual with a Disability under the Americans With
Disabilities Act. In the event of such termination, the Company shall pay
to Executive his Base Salary and any unused vacation accrued to the date of
such termination and not theretofore paid to Executive; in addition, the
Company shall continue to pay to Executive his Base Salary until the first
to occur of (i) the expiration of a period of three (3) months from the
Termination Date, or the commencement of payment of benefits under any
disability plan or policy paid for or provided by the Company. Rights and
benefits of Executive under the benefit plans and programs of the Company,
or which are paid by the Company, shall be determined in accordance with
the provisions of such plans and programs. Neither Executive nor the
Company shall have any further rights or obligations under this Agreement,
except as provided in Sections 8 through 12 of this Agreement.
7. TERMINATION BY EXECUTIVE. Executive may terminate his employment with
the Company by delivering a written notice of termination to the Company. Such
termination will become effective upon the date specified in the notice of
termination (the "EFFECTIVE DATE"), provided that the Effective Date is at least
thirty (30) days after the date of the notice of termination. In the event that
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Executive delivers a notice of termination to the Company, Executive shall be
entitled to payment of all earned but unpaid Base Salary, and vacation pay
through the Effective Date, payable in a lump sum within ten (10) days after the
Effective Date.
8. CONFIDENTIAL INFORMATION AND PROPRIETARY DATA.
(a) The term "CONFIDENTIAL INFORMATION" shall mean any and all
information (whether written, oral or electronic form or any other media,
whether or not identified as confidential or proprietary) respecting the
Company which is or has been provided to Executive in connection with his
employment by the Company, including, without limitation, any information
relating to the Company's products, inventories, discoveries, patents,
formulae, trade secrets, computer software or other technical information,
marketing methods, names of vendors, names of customers, costs of
materials, prices of products or services, lists or records, profits,
losses, all other financial information, present or future plans, names and
compensation of employees, all other business information and all other
information or data concerning the Company's products, technology,
operations, personnel, finances or business. Confidential Information shall
not include information which (i) is or becomes generally available to the
public through no breach of this Agreement by the Executive; (ii) was in
Executive's possession prior to disclosure by the Company as shown by
written records of the Executive dated prior to the date of this Agreement;
or (iii) is obtained by Executive from a source other than the Company or
its officers, directors, Executives or agents, provided that such source is
not under an obligation of confidence with respect to such information.
(b) Except as otherwise herein provided, Executive agrees that during
the Period of Contract Employment, and thereafter, Executive will hold in
strictest confidence and will not use or disclose to any person, firm,
entity, partnership or corporation, without the written authorization of
the Board of Directors of the Company, or use for his own benefit or the
benefit of any person, firm, entity, partnership or corporation any of the
Company's Confidential Information, except as such use or disclosure may be
required in connection with Executive's work for the Company.
(c) Executive agrees that he has no proprietary interest in the
Company's Confidential Information, and that he will not take any
Confidential Information that is in written, computerized, machine
readable, model, sample, or other form capable of physical delivery, upon
or after termination of employment with the Company, without the prior
written consent of the Board of Directors of the Company. Executive agrees
that upon termination of employment with the Company he shall promptly (i)
return to the Company all such materials, along with all other property,
brochures, lists, supplies, property, and documents of the Company or
relating to its customers and prospective customers, in his possession or
control and (ii) delete or otherwise destroy all electronic copies of any
of the foregoing and any other electronic files which contain, describe,
summarize or make reference in any way to any confidential information.
(d) In the event Executive is requested or required by validly issued
interrogatories, requests for information or documents, subpoena, summons,
civil investigator demand or similar process (collectively, a "DEMAND") to
disclose any portion of the Confidential Information, Executive shall
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cooperate with the Company (at the Company's expense) in seeking an
appropriate protective order prior to complying with any such Demand.
Unless the Demand shall have been timely limited, quashed or extended,
Executive shall thereafter be entitled to comply with such Demand to the
minimum extent required by law.
9. NON-COMPETITION. During the during the Period of Contract Employment and
for a period of three (3) years thereafter (the "RESTRICTED PERIOD"), unless
Executive's employment is terminated by the Company without Due Cause or as a
result of the Company's ceasing to do business, Executive absolutely and
unconditionally agrees that he will not directly or indirectly, either for his
own account or for the benefit of any person or entity, engage in competitive
activities with the Company. Competitive activities with the Company shall
include but not be limited to, being a director, officer, stockholder (except
Executive may purchase shares in a publicly traded company not to exceed five
percent (5%) of the issued and outstanding shares of the publicly traded
company), agent, representative, consultant or employee of a corporation, a
general partner, limited partner, agent, representative, consultant, officer or
employee of a partnership, sole proprietor, or any other entity which is engaged
in the business of designing, manufacturing or selling piston engines similar to
those produced by the Company any time during the period of Contract Employment.
10. NON-INTERFERENCE. During the Restricted Period, Executive will not, for
himself, or as an employee or otherwise, directly or indirectly, solicit any
customer of the Company for goods or services which are provided by the Company
and which was a customer of the Company with whom Executive had contact during
his last twelve (12) months of employment or about which the Company developed
Confidential Information during his last twelve (12) months of employment with
the Company. Executive also agrees that during the Restricted Period, he will
not for himself or as an employee, consultant or otherwise, directly or
indirectly, solicit for goods or services any prospective customer of the
Company which was a prospective customer of the Company with whom he had contact
during his last twelve (12) months of employment or about which he obtained
Confidential Information during the last twelve (12) months of his employment
with the Company. Executive further agrees during the Restricted Period that he
will not, directly or indirectly, induce, persuade or assist any customers,
prospective customers or suppliers of the Company to terminate or alter their
relationship with the Company.
11. NON-SOLICITATION. During the Restricted Period, Executive shall refrain
from directly or indirectly soliciting, inducing, persuading or assisting the
Company's employees, agents or representatives from leaving their employment or
relationship with the Company.
12. NOTIFICATION OF EMPLOYMENT. During the Restricted Period, Executive
shall inform any prospective new employer, principal or associate which is, or
is seeking to become, engaged in the same or similar business as the Company of
the existence of this Agreement and provide same with a copy of this Agreement
prior to accepting any employment or entering into any business relationship
with such person.
13. DISCLOSURE OF INTELLECTUAL PROPERTY. Executive will make prompt and
full disclosure to the Company or to its designated representatives of any and
all intellectual property acquired during the Period of Contract Employment,
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including technological innovations, discoveries, inventions, designs, formulae,
know-how, tests, performance data, processes, production methods, improvements
to all such property, and all materials (whether written, oral or electronic
form or any other media) defining, describing, or illustrating all such property
(hereinafter collectively referred to as "INTELLECTUAL PROPERTY"), whether or
not patentable, copyrightable, or subject to trademark, which he has made,
conceived, originated, devised, discovered, invented, or developed or which he
may hereafter make, conceive, originate, devise, discover, invent, or develop
either solely or jointly with others, during any Period of Contract Employment
with the Company, whether during working hours or not, and which relate or have
application to business of the general nature now or hereafter carried on or
contemplated by the Company during any Period of Contract Employment. Executive
will not at any time, without the prior written consent of the Board of
Directors of the Company, disclose any Intellectual Property, whether or not the
Intellectual Property is patentable, copyrightable, or subject to trademark
protection.
14. OWNERSHIP OF INTELLECTUAL PROPERTY. Executive agrees that the Company
shall be the sole owner of all property rights to all Intellectual Property
made, conceived, originated, devised, discovered, invented, or developed by him,
either alone or with others, during his employment and that such Intellectual
Property constitutes "works made for hire." To the extend such Intellectual
Property is not deemed to constitute "works made for hire," Executive hereby
assigns all rights, title and interest in and to such Intellectual Property to
the Company.
15. OBLIGATIONS AS TO PATENTS AND OTHER PROTECTIONS. Executive agrees to
apply for patent protection whenever the President or Chairman of the Board of
Directors of the Company, in their sole discretion and at the Company's expense,
directs him to make such application in the United States and in any or all
foreign countries. Such patent protection shall be applied for in the Company's
own name or otherwise as the Company may desire. Executive will, without charge
to the Company, do what the Company deems necessary to vest in the Company the
entire interest in all Intellectual Property and to enable the Company to secure
patent protection, copyright registrations and trademark registrations and
similar protections in the United States and foreign countries. Executive agrees
to and does hereby assign to the Company all Intellectual Property, and all
other similar protections which may issue whether in the United States or in
such foreign countries.
Executive agrees to execute and deliver without charge to the Company
any documents reasonably requested by the Board of Directors of the Company in
order to demonstrate or protect its ownership of or related to its protection of
patent applications and similar protections for Intellectual Property. Executive
further agrees to assist the Company or its nominees in the performance of any
lawful acts that the Board of Directors of the Company at its discretion deems
necessary to secure proper patent, copyright, trademark, and other protection
for Intellectual Property and improvements thereon, and to vest in the Company
the entire interest therein in the United States and all foreign countries,
without additional compensation. Executive also agrees to assist the Company in
connection with any demands, reissues, oppositions, litigation, controversy, or
other actions involving Intellectual Property, without additional compensation.
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16. REASONABLENESS OF RESTRICTIONS; MODIFICATIONS. Executive acknowledges
and agrees that the restrictions set forth in the foregoing Sections 8 through
15 are reasonable and necessary to protect the legitimate interests of the
Company and that such restrictions are reasonably and narrowly tailored to
appropriately protect such interests. This Agreement has been entered into in
connection with and as a direct result of the acquisition by the Company of the
assets and certain liabilities of Dyna-Cam Engine Corporation, a California
corporation, of which Executive was a principal shareholder. Executive further
acknowledges the above and that Sections 8 through 15 above are reasonable and
necessary to protect the legitimate business interests of the Company in
connection with such acquisition. If any of the restrictions in the foregoing
Sections 8 through 15 are found by a court of competent jurisdiction to be
unenforceable in terms of scope, geographic area or time, such restrictions are
hereby amended to the least extent necessary to make such restrictions
enforceable in accordance as closely as possible with the intent of the parties.
17. NO COMPANY OBLIGATIONS AS TO PATENTS AND OTHER PROPERTY. The Company
may, at its sole discretion and at its own expense, determine whether to secure
legal protection for or develop its Intellectual Property. The Company shall not
be obligated hereunder to file or take any other action to protect its
Intellectual Property from infringement or copying. The filing or prosecution of
any patent application, or the maintenance of any other action to protect any
Intellectual Property shall be within the exclusive discretion and under the
sole control of the Company, and shall be solely at the Company's expense. Any
amounts recovered thereby shall belong to the Company.
18. INJUNCTIVE RELIEF AND EXPENSES. Executive acknowledges and agrees that
a breach of his obligations under Sections 8 through 16 of this Agreement would
cause the Company to suffer irreparable harm for which monetary damages would be
inadequate and impossible to ascertain. Accordingly, Executive agrees that, in
addition to all other rights and remedies available at law and equity, the
Company shall be entitled to seek and obtain injunctive relief from any court of
competent jurisdiction to prohibit the continuance or recurrence of any breach,
or threatened breach, of Sections 8 through 16. Executive agrees that the
Company may recover all costs or expenses, including attorneys' fees, from
Executive upon the successful enforcement of any rights of the Company with
respect to breach of such provisions whether such enforcement relates to
monetary damages, injunctive relief or any other remedy permitted by law.
19. SEVERABILITY. All provisions of this Agreement are severable, and the
invalidity or unenforceability of any provision or provisions of this Agreement
or portions or aspects thereof will not affect the validity or enforceability of
any other provision, or portion of this Agreement, which will remain in full
force and effect as if executed with the unenforceable or invalid provision or
portion or aspect thereof modified, as set forth above.
20. GOVERNING LAW. This Agreement shall be governed, construed, interpreted
and enforced in accordance with the substantive laws of the State of Nevada,
without regard to the conflict of laws principles thereof.
21. ENTIRE AGREEMENT. This Agreement comprises the entire agreement between
the parties hereto relating to the subject matter hereof and, as of the date
hereof, supersedes, cancels and annuls all other prior written and oral
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agreements between Executive and the Company or any predecessor to the Company.
The terms of this Agreement are intended by the parties to be the final
expression of their agreement with respect to the employment of Executive by the
Company and may not be contradicted by evidence of any prior or contemporaneous
agreement.
22. DISPUTES. Other than an action brought under Section 18, which may be
brought directly in any court of competent jurisdiction, any dispute or
controversy arising under, out of, in connection with or in relation to this
Agreement, shall be finally determined and settled by arbitration. The
arbitration proceeding shall be conducted in Phoenix, Arizona by a single
arbitrator in accordance with the Expedited Procedures of the Employment Dispute
Resolution Rules of the American Arbitration Association, except as otherwise
provided herein. Except as required by the arbitrator, the parties shall have no
obligation to comply with discovery requests made in the arbitration proceeding.
The arbitration award shall be a final and binding determination of the dispute
and shall be fully enforceable as an arbitration award in any court having
jurisdiction and venue over such parties. The fees and expenses of the
arbitrator shall be paid by the Company and each party shall be responsible for
its attorneys' fees and expenses in connection with any such proceeding.
23. NOTICES. All notices, demands and other communications required or
permitted to be given or made pursuant to this Agreement shall be in writing and
shall be effective: (a) upon delivery if delivered in person; (b) three business
days after deposit in the United States mail, addressed to the recipient,
postage prepaid and registered or certified with return receipt requested; (c)
one business day after deposit with a national overnight courier, provided that
confirmation of such overnight delivery is received; or (d) upon transmission if
sent via facsimile or electronic mail, provided that confirmation of receipt is
promptly received and retained. Such notices shall be sent to the addresses set
forth below under the parties' respective signatures, or at any other address as
any party has specified by notice in writing to the other party.
24. AMENDMENTS; WAIVERS. This Agreement may not be modified, amended, or
terminated except by an instrument in writing, signed by Executive and an
authorized officer of the Company. By an instrument in writing similarly
executed, Executive or the Company may waive compliance by the other party with
any provision of this Agreement that such other party was or is obligated to
comply with or perform; PROVIDED, that such waiver shall not operate as a waiver
of, or estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, remedy or power hereunder shall
preclude any other or further exercise of any other right, remedy or power
provided herein or by law or in equity.
25. SUCCESSORS AND ASSIGNS. By reason of the special and unique nature of
the services of Executive hereunder, it is agreed that neither party hereto may
assign any interests, rights or duties which it or he may have in this Agreement
without the prior written consent of the other party, except that upon any
merger, liquidation, or sale of all or substantially all of the assets of the
Company to another individual or entity, this Agreement shall inure to the
benefit of and be binding upon Executive and the purchasing, surviving, or
resulting individual or entity in the same manner and to the same extent as
though such company or corporation were the Company.
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26. FORCE MAJEURE. Either party shall be temporarily excused from the
performance of its obligations under this Agreement and shall not be liable for
damages to the other if such performance is prevented by circumstances beyond
its reasonable control. Such excuse from performance shall continue so long as
the condition responsible for such excuse continues. For the purposes of this
Agreement, circumstances beyond the reasonable control of a party which excuse
that party from performance shall include, but shall not be limited to, acts of
God, acts, regulations or laws of any government including currency controls,
war, civil commotion, commandeer, destruction of facility or materials by fire,
earthquake, storm or other casualty, labor disturbances, final judgment or
injunction of any court of competent jurisdiction, epidemic, and substantial
failure of public utilities or common carrier.
27. HEADINGS. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any
provision of this Agreement.
28. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
29. EFFECT OF TERMINATION. Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18 and this Section 29 shall in all events survive any termination of
Executive's employment or the expiration of the Period of Contract Employment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMPANY: EXECUTIVE:
TSI HANDLING, INC.
d/b/a DYNA-CAM ENGINE CORPORATION
By /s/ Patricia J. Wilks /s/ Dennis C. Palmer
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Patricia J. Wilks, President Dennis C. Palmer
23960 Madison 23960 Madison
Torrance, California 90505 Torrance, California 90505
Fax: (310) 791-4645 Fax: (310) 791-4645
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EXHIBIT A
GENERAL RELEASE
Dated:___________________ ______________, California
IN CONSIDERATION for the sum of Five Dollars ($5.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, DENNIS C. PALMER (the "EXECUTIVE") does hereby
forever irrevocably release and discharge TSI HANDLING, INC., d/b/a DYNA-CAM,
CORP., a Nevada corporation (the "COMPANY"), the Company's officers, directors,
employees, agents, shareholders, affiliates, successors, purchasers, assigns and
representatives from any and all claims, demands, debts, actions, causes of
action, obligations, damages and liabilities, known or unknown, which he now has
or has had arising from or relating to any act, occurrence or transaction before
the date of this General Release. Executive expressly acknowledges that this
constitutes a General Release and further acknowledges and agrees that this
General Release includes, but is not limited to, Executive's intent to release
all of the persons and entities referred to in this General Release from any and
all claims of breach of contract, tort, and any claim of age, race, sex,
disability, religion, national origin, or other claim of employment
discrimination arising under the Age Discrimination in Employment Act, Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family
and Medical Leave Act, the Older Workers Benefit Protection Act, Executive
Retirement Income Security Act, the Illinois Human Rights Act and any other law
or laws concerning employment. Executive agrees to promptly withdraw with
prejudice, all lawsuits, charges, claims and any other requests for relief that
he has now pending against the Company or any of the persons or entities
referred to in this General Release. Executive further agrees not to sue the
Company or any of the aforementioned persons or entities referred to in this
General Release concerning any matter which arose prior to the date of this
General Release.
This General Release shall be binding upon and inure to the benefit of the
assigns, heirs, executors and administrators of Executive and the officers,
directors, employees, agents, shareholders, affiliates, predecessors,
successors, corporate owners, purchasers, assigns and representatives of the
Company.
This General Release shall, in all respects, be interpreted, enforced and
governed under the laws of the State of Nevada.
Executive acknowledges and agrees that he has read and understood this
General Release, that he has conferred with his attorney regarding the terms of
this General Release and that he has executed this General Release knowingly and
voluntarily.
IN WITNESS WHEREOF, this General Release has been executed as of the date
first above written.
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Dennis C. Palmer
