EXECUTIVE EMPLOYMENT AGREEMENT

(b)       The Executive shall perform all duties assigned to the Executive faithfully and efficiently. The Executive will have such authority and power as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the Executive’s responsibilities and the duties required of the Executive.

 

(c)       During the Executive’s employment the Executive shall devote the whole of the Executive’s business time, energies, talents, attention and ability to the performance of the Executive’s duties and responsibilities under this Agreement and use the Executive’s best efforts to promote the interests of the Company. The Executive shall not, without the prior written consent of the Company, accept employment, or engage in self-employment, or any other contract or assignment with any other individual, firm, corporation or board of directors at any time during the term of this Agreement.  Company understands the Executive may receive the benefit of work produced prior to employment with the Company regarding: Castanet Trading 1129 (a South African Company) and Iris Solutions, Inc. This includes all forms of compensation including revenue sharing, commissions, and/or other related compensatory accommodations.

(d)       The Executive agrees to abide by the policies, rules, regulations, systems and procedures that the Company may institute from time to time.

(a)    Under this Agreement, the “Date of Termination” shall mean:

(i) if the Company terminates the Executive’s employment, the date designated by the Company as the last day of the Executive’s employment (without reference to and notwithstanding any applicable notice period to which the Executive may be entitled, whether under statue, common law, contract or otherwise);

 

(ii) if the Executive resigns the Executive’s employment with the Company, the date which is the last day of the period specified in paragraph 8(d) below, or such earlier date as the Company may require in accordance with paragraph 8(d);

 

(iii) if the Executive dies, the date of death;

 

(iv) if this Agreement is frustrated at law, which includes but is not limited to Incapacity as specified at paragraph 10 below, the date designated by the Company as the last day of the Executive’s employment.

(b)    The Company shall be entitled to terminate this Agreement at any time and without notice or payment in lieu thereof or any other payment except for Salary up to the Date of Termination, if the conduct of the Executive is such as to constitute just cause for dismissal. The Executive and the Company agree that “just cause” shall mean:

(i)         any regulatory sanction that precludes the Executive from fulfilling the Executive’s duties under this Agreement;

 

(ii)         any act of the Executive resulting in a criminal conviction of an offence that, in the sole opinion of the Company, is prejudicial to the reputation or business of the Company or which negatively impacts on the Executive’s performance of the Executive’s duties;

 

(iii)         any serious breach of the Company’s Workplace Violence, Discrimination and Harassment policies by the Executive as defined by the policies, rules, regulations, systems and procedures of the Company as instituted from time to time;

 

(iv)         the commission by the Executive of any act of fraud or theft, whether or not it involves the Company;

 

 

(v)         any serious breach by the Executive of this Agreement (including all Schedules and attachments hereto) or the Company’s written policies in effect from time to time;

 

(vi)         any further grounds constituting just cause under the common law.

 

(c)  The Company shall be entitled to terminate this Agreement and the employment of the Executive at any time without cause by providing the Executive with the following:

 

The Executive acknowledges that the provision of such amounts as set out above within this sub article 8(c) are reasonable and that they satisfy and are inclusive of all requirements of the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, as amended from time to time and upon receipt of the Executive’s entitlements in accordance with the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, and in accordance with this Agreement, no further amount shall be due and payable to the Executive, whether under statute or at common law and furthermore that this Agreement shall constitute a full defense and bar to any such action, cause of action, complaint, demand or claim that the Executive may bring against the Company in any forum.  Without limiting the generality of the foregoing, the Executive understands and agrees that the Additional Notice is inclusive of and in satisfaction of any entitlements (if any) to Benefits, Pension Plan contributions and the Additional Notice will be paid by way of Salary continuation or in a lump sum, or any combination thereof, at the Company’s discretion.  The Executive understands and agrees that if the Executive chooses not to sign the Full and Final Release Agreement, then the Executive’s only entitlement will be to notice, severance pay if applicable, and benefits continuation in accordance with the laws of the State of Florida, The United States of America, and the Company’s Policies and Procedures, and those set out above at sub article 8(c)(i).   All payments are subject to the usual and necessary statutory and other deductions.

 

(d)    The Executive may terminate this Agreement and the Executive’s employment with the Company upon giving SIXTY DAYS (60 days) written notice to that effect to the Company. The Company may either require the Executive to continue to perform the Executive’s duties, or at its sole discretion, waive all or part of the SIXTY DAY (60 day) notice period and thus establish an earlier Date of Termination. Upon receipt of such notice of termination by the Executive, the Company shall only be required to pay the Executive’s Salary, benefits and any other amounts earned and payable under any bonus or incentive plan until the actual Date of Termination.

 

 

9.       Death:  In the event of the death of the Executive, this Agreement shall terminate immediately and without notice or payment in lieu thereof except for Salary earned to the Date of Termination.

(a)   The Executive covenants and agrees with the Company that during the period of the Executive’s employment under this Agreement and for a period of one (1) year after the Date of Termination, the Executive will not (without the prior written consent of the Company) directly or indirectly, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate or corporation, as employee, principal, agent, shareholder or in any other manner whatsoever, solicit the employment of or services of employees or service providers of the Company for the purposes of causing such employees or service providers to leave their employment or terminate or change their relationship with the Company or take employment or enter into a relationship with any business located in North America, including: Canada, Mexico, or the United States -- which is engaged in, established within, or marketing within the Cleaner-Lubricant-Protectant (CLP) market, or any such industry deemed by the Company as direct or indirect competition representing marketers or distributors of similar products and/or services provided by the Company (a “Competitive Business”).

(b)  The Executive covenants and agrees with the Company that during the period of the Executive’s employment under this Agreement and for a period of one (1) year after the Date of Termination, the Executive will not (without the prior written consent of the Company) directly or indirectly, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate or corporation, as employee, principal, agent, shareholder or in any other manner whatsoever, solicit or attempt to solicit the business of clients of the Company or assist any other organization or individual to solicit or attempt to solicit the clients of the Company, with whom the Executive had material business contact at any time during the twelve (12) months prior to the cessation of his employment with the Company.

(a)  Notices. Any notice or communication (a "Notice") required or permitted under this Agreement shall be in writing and shall be sent by facsimile transmission or by personal delivery. The Executive may, by written Notice to the Company, change the address or facsimile number to which deliveries and transmissions shall thereafter be made. The Company shall notify the Executive of any change in the address for Notice of the Company. Until changed, the address and facsimile number of the Company and the Executive shall respectively be as follows:

 

(b)   Deemed Date of Delivery. Any Notice given before 3:00 p.m. on a business day in accordance with the provisions of this Agreement shall be deemed to have been received by the party to which it was addressed on the day of personal delivery or facsimile transmission. Any Notice given after 3:00 p.m. on a business day or on a day that is not a business day shall be deemed to have been received by the party to which it was addressed on the next business day following the day of personal delivery or facsimile transmission.

 

(c)   Waiver of Breach. The waiver by either the Company or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Executive. Continuation of payments hereunder by the Company following a breach by the Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

 

 

(d)   Severability. It is mutually agreed and understood by the parties hereto that should any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Article 14, then the parties hereto consent that this Agreement shall be amended retroactive to the date of its execution to include the terms and conditions said court deems to be reasonable and in conformity with the original intent of the parties hereto and the parties hereto consent that under such circumstances, said court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties hereto to the extent that said covenants or agreements are enforceable. In the event that any provision herein or part thereof is deemed void, invalid, illegal or unenforceable by a court of competent jurisdiction, this Agreement shall continue in force with respect to the enforceable provisions and all rights accrued under the enforceable provisions shall survive any such declaration.

 

(e)   Headings. The division of this Agreement into Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction and interpretation of this Agreement.

 

(f)   Construction. Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and neuter.

 

(g)   Further Acts. The parties hereto agree to execute and deliver such further and other documents and perform and cause to be performed such further and other acts and things as may be necessary in order to give full effect to this Agreement and every part hereof.  Furthermore, the Executive agrees that, on and after the date of this Agreement, the Executive will cooperate with the Company and its affiliates in the defence of any claims (unless brought by the Executive) that may be made against the Company or its affiliates to the extent that such claims may relate to the Executive’s duties or services hereunder. To the extent travel is required to comply with the requirements of this provision the Executive shall be reimbursed for all reasonable expenses incurred.

 

(h)   Amendment. This Agreement may be amended or cancelled only by mutual Agreement of the parties hereto in writing.

 

(i)   Assignment. This Agreement shall ensure to the benefit of and be binding upon the Executive and the Company and their respective heirs, administrators, executors, personal representatives, successors and permitted assigns.  The Executive acknowledges that his services are unique and personal.  The Executive may not assign his rights or delegate his duties or obligations under this Agreement.  However, nothing herein shall otherwise affect the right of the Company to transfer the Executive and to assign this Agreement from the Company to another subsidiary or affiliate of the Company and such change shall not be considered a material change in circumstance which would invalidate the provisions of this Agreement which, in any event, shall survive such transfer.  Furthermore, the Company may assign this Agreement to any entity to which the Company sells or transfers assets.

 

 

(j)   Entire Agreement. This Agreement, including all Schedules and attachments hereto, which form part of this Agreement, constitutes the sole and complete Agreement between the Company and the Executive with respect to its subject matter and supersedes all other agreements, both oral and written, between the Company and the Executive with respect to the matters contained herein including, without limitation, any severance agreements or arrangements between the parties hereto. No verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties hereto have read and understand this Agreement.

 

(k)   Choice of Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Sarasota County, Florida, or another appropriate jurisdiction as chosen by the Company, without regard to the principles of conflicts of law, and will in all respects be treated as a contract.  In the event of a dispute, the parties agree that any legal proceedings will be held in a location that is mutual agreed by both parties.

 

(l)   Independent Legal Advice. The parties hereto acknowledge that they have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and its terms, and are executing the same freely, voluntarily and without duress.