COMPANY POLICY / EMPLOYMENT AGREEMENT
Agreement made, effective as of September 21, 1998, by and between
INTERNATIONAL SOLUBLES CORP., a corporation duly organized and existing under
the laws of the State of Florida, with a place of business at 225 S. Westmonte
Drive, #1170, City of Altamonte Springs, Florida, County of Seminole, State of
Florida, hereinafter referred to as employer, and Van Sea, of 225 S. Westmonte
Drive, City of Altamonte Springs, County of Seminole, State of Florida
hereinafter referred to as employee.
RECITALS
The parties recite and declare:
A. Employer is engaged In a business which is primarily composed of the
marketing of a chemical product known as ULTRA GRIP NON-SLIP.
B. Employee has been engaged in businesses which. provide a basis for
knowledge and experience to assist employer in furthering its business goals.
C. Employee is willing to be employed by employer, and employer is willing
to employ employee, on the terms, covenants, and conditions set forth in this
agreement.
For the reasons set forth above, and in consideration of the mutual
promises and agreements set forth In this agreement, employer and employee agree
as follows:
SECTION ONE
EMPLOYMENT
A. Employer hereby employs, engages, hires employe as General Manager.
SECTION THREE
TERM OF EMPLOYMENT
The term of this agreement is indefinite and shall commence upon the
execution hereof, and shall continue pursuant to the terms and conditions
expressed herein below.
SECTION FOUR
COMPENSATION OF EMPLOYEE
Employer shall pay employee, and employee shall accept from employer, in
full payment for employee's services under this agreement, compensation
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more fully described in that exhibit attached to as Exhibit "A" and made a part
hereof.
Employer shall reimburse employee for all necessary expenses incurred by
employee while traveling pursuant to employer's directions.
SECTION FIVE
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
In spite of anything contained in this agreement to the contrary, in the
event that employer shall discontinue operating its business then this agreement
shall terminate as of the last day of the month in which employer ceases
operations with the same force and effect as if such last day of the month were
originally set as the termination date of this agreement.
SECTION SIX
OTHER EMPLOYMENT
Employee shall devote all of his/her time, attention, knowledge, and skills
solely to the business and interest of employer, and employer shall be entitled
to all of the benefits, profits, or other issues arising from or incident to all
work, services, and advice of employee, and employee shall not, during the term
of this agreement., be interested directly or indirectly, in any manner, as
partner, officer, director, shareholder, advisor, employee, or in any other
capacity in any other business similar to employer's business or any allied
trade; provided, however, that nothing contained in this section shall be deemed
to prevent or to limit the right of employee to invest any of his/her money in
the capital stock or other securities of any corporation whose stock or
securities are publicly owned or are regularly traded on any public exchange,
nor shall anything contained in this section be deemed to prevent employee from
investing or limit employee's right to invest his/her money in real estate.
SECTION SEVEN
RECOMMENDATIONS FOR IMPROVING OPERATIONS
Employee shall make available to employer all information of which employee
shall have any knowledge and shall make all suggestions and recommendations that
will be of mutual benefit to employer and employee.
SECTION EIGHT
TRADE SECRETS
Employee shall not at any time or in any manner, either, directly or
indirectly, divulge, disclose or communicate to any person, firm, corporation,
or other entity in any manner whatsoever any information concerning any matters
affecting or relating to the business of employer, including without
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limitation, any of its customers, the prices it obtains or has obtained from
the sale of, or at which it sells or has sold, its products, or any other
information concerning the business of employer, its manner of operation, its
plans, processes, or other data without regard to whether all of the
above-stated matters will be deemed confidential, material, or important,
employer and employee specifically and expressly stipulating that as between
them, such matters are important, material, and confidential and gravely
affect the effective and successful conduct of the business of employer, and
employer's good will, and that any beech of the terms of this section shall be
a material breach of this agreement.
SECTION NINE
TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT
All of the terms of Section Eight of this agreement shall remain in full
force and effect for the period of three years after the termination of
employee's employment for any reason, and during such three year period,
employee shall not make or permit the making of any public announcement or
statement of any kind that he/she was formerly employed by or connected with
employer.
SECTION TEN
EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER
In spite of anything contained in this agreement to the contrary,
employee shall not have the right to make any contracts or commitments for or
on behalf of employer without first obtaining the express written consent of
employer.
SECTION ELEVEN
AGREEMENTS OUTSIDE OF CONTRACT
This agreement contains the complete agreement concerning the employment
arrangement between the parties and shall, as of the effective date hereof,
supersede all other agreements between the parties. The parties stipulate that
neither of them has made any representation with respect to the subject matter
of this agreement or any representations including the execution and delivery of
this agreement except such representations as are specifically set forth in this
agreement and each of the parties acknowledges that he/she or it has relied on
its own judgment in entering into this agreement. The parties further
acknowledge that any payments or representations that may have been made by
either of them to the other prior to the date of executing this agreement are of
no effect and that neither of them has relied thereon in connection with his/her
or its dealings with the other.
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SECTION TWELVE
MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation assumed by
either party in connection with this agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of
each party.
SECTION THIRTEEN
TERMINATION
A. This agreement may be terminated by either party on thirty days written
notice to the other.
B. In the event of any violation by employee of any of the terms of this
agreement, employer may terminate employment without notice and with
compensation to employee only to the date of such termination.
C. It Is further agreed that any breach or evasion of any of the terms of
this agreement by either party will result in Immediate and irreparable injury
to the other party and will authorize recourse to injunction and or specific
performance as well as to all other legal or equitable remedies to which such
injured party may be entitled under this agreement.
SECTION FOURTEEN
TERMINATION FOR DISABILITY
A. In spite of anything in the agreement to the contrary, employer Is
hereby given the option to terminate this agreement in the event that employee
shall, during the term of this agreement, become permanently disabled as the
term permanently disabled is fixed and defined in this Section. Such option
shall be exercised by employer giving notice to employee by registered mail,
addressed to him/her in care of employer at2255 Westmonte Drive, or at such
other address as employee shall designate in writing of employer's intention to
terminate this agreement on the last day of the month during which such notice
is mailed. On the giving of such notice, this agreement shall cease on the last
day of the month in which the notice is so mailed, with the same force and
effect as if such last day of the month were the date originally set forth in
this agreement as the termination date of this agreement.
B. For the purposes of this agreement, employee shall be deemed to have
become permanently disabled, if, during any year of the term of this agreement,
because of ill health, physical or mental disability or for other causes beyond
employee's control he/she shall have been continuously unable or unwilling or
shall have failed to perform his/her duties under this agreement for 60
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consecutive days, or if, during any year of the term of this agreement, employee
shall have been unable or unwilling or shall have failed to perform his/her
duties for a total period of 60 days, irrespective of whether or not such days
are consecutive. For the purposes of this agreement, the term "any year of the
term of this agreement" is defined to mean any 12 calendar months period
commencing on 1/1 , and terminating on 12/31 , during the term of this
agreement.
SECTION FIFTEEN
PROFIT SHARING / STOCK OWNERSHIP
In addition to compensation as enumerated herein above, employee may be
entitled to profit sharing and/or stock in the employer corporation, and, if so,
is enumerated more specifically in the Exhibit "B", a copy of which is attached
hereto and made a part hereof.
SECTION SIXTEEN
MISCELLANEOUS CLAUSES
A. This agreement shall be interpreted under the laws of the state of
Florida.
B. The failure of either party to this agreement to insist upon the
performance of any of the terms and conditions of this agreement shall not be a
permanent waiver of their rights hereunder.
C. In the event that either party should seek to enforce its rights under
the terms of this contract, exclusive venue shall Ile in the county and circuit
courts of Seminole County, Florida, and in any resulting litigation the
prevailing party shall be entitled to the recovery of reasonable attorney's
fees.
IN WITNESS WHEREOF we the undersigned have affixed our hands and seals the
day and year first above written.
EMPLOYER:
International Solubles Corp.
By: /s/ L. Henry Sarimento
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EMPLOYEE:
/s/ Van A Sea
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SCHEDULE "A"
COMPENSATION
$800.00 per week
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