THIS AGREEMENT is entered into as of the 31st day of December, 2002 between ABATIX CORP. ("Employer") and GARY L. COX ("Executive").
Employer is a Delaware corporation with its principle place of business in Dallas, Texas. Employer is engaged in the sale and distribution of personal protection and safety equipment and durable and nondurable supplies to the asbestos abatement, industrial safety and hazardous materials industries. Executive has substantial business experience and related business skills which can be utilized in Employers business. Employer desires to employ Executive upon the terms and conditions hereinafter set forth, and the Executive desires to accept such employment. Employer and Executive desire to set forth in writing the terms and conditions of their agreements and understandings.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Employer hereby employs Executive, and Executive hereby accepts employment by the Employer upon all the terms and conditions as are hereinafter set forth.
Subject to the provisions for termination, pursuant to Section XIII hereof, the term of this Employment Agreement shall commence as of January 1, 2003 and shall terminate on December 31, 2004 (the Employment Term).
IV. EXECUTIVE'S REPRESENTATION AND WARRANTIES
Executive represents and warrants to Employer that he is free to accept employment with Employer as contemplated herein, and he has no other prior obligation or commitments of any kind to anyone which would in any way interfere with his acceptance, or the full performance of his obligations, under this Agreement, or the exercise of his best efforts to his employment hereunder.
V. DUTIES AND EXTENT OF SERVICE
As his entire compensation for services rendered to the Employer during the Employment Term, in whatever capacity rendered, the Executive shall receive:
Deductions shall be made from Executives total annual compensation and any bonuses for withholding tax and other such taxes as may from time to time be required by governmental authority.
Executive is expected, from time to time, to incur reasonable entertainment, travel and other expenses for promoting the business of Employer, which will be reimbursed by Employer. Reimbursement for such expenses however shall be subject to such regulations and procedures as the Employer may from time to time establish.
Employer shall provide and maintain such facilities, equipment and supplies as it deems necessary for the Executives performance of his duties under this Employment Agreement.
X. EMPLOYER RECORDS
All books, records and documents relating to Employers business shall be the sole and permanent property of the Employer. An employee shall not be entitled to retain any copies thereof, notwithstanding his participation therein.
Unless required by service of legal process, no other Employer records shall be displaced or delivered to, or any information therefrom displaced or delivered to, or any information therefrom disclosed, to any person not connected with the Employer except in strict accordance with the rules of the Employer from time to time established. Employer shall provide Executive reasonable access to all personnel records relating to Executives employment hereunder.
XI. PAID DAYS OFF
During the term of this Employment Agreement, Executive shall be entitled to twenty five (25) paid days off which may be utilized at the Executives discretion.
The Executive shall perform his duties under this Agreement in accordance with the highest standards of professional ethics and practices as may from time to time be applicable during the Employment Term.
XIII. TERMINATION OF EMPLOYMENT
XIV. DISCLOSURE OF INFORMATION
Executive acknowledges that, in and as a result of his employment hereunder, he will be making use of, acquiring and/or adding to confidential or proprietary information developed by Employer and of a special and unique nature and value to Employ- Employer, including, but not limited to, the nature and material terms of business opportunities and proposals available to Employer, Employers products, methods, systems and research, the names and addresses of its customers and suppliers, prices charges and paid by Employer or its customers, designs and specifications, record cards, customers and suppliers records, customer files, services, operating procedures, methods and systems, financial records of the Employer and of customers, and other information, data, and documents now existing or later acquired by Executive or Employer, regardless of whether any such information, data or documents, qualify as a trade secret under applicable Federal or State law (collectively, the Confidential Information). As a material inducement to Employer to enter into this Agreement, and to pay to Executive the compensation referred to in Section VI hereof, along with other considerations provided herein, Executive covenants and agrees that he shall not at any time during the Employment Term or following any termination thereof, directly or indirectly, divulge or disclose or use for any purpose whatsoever (except for the sole and exclusive benefit of Employer, as reasonably required in connection with his duties to or as otherwise required by law), any Confidential Information which has been obtained by or disclosed to him as a result of his employment with Employer. In accordance with the foregoing, the Executive further agrees that he will at no time retain or remove from the premises of the Employer records of any kind or description whatsoever for any purpose whatsoever unless authorized by Employer, and will return all of the foregoing to Employer upon Employers request or any termination of his employment. In the event of a breach or threatened breach by the Executive of any of the provisions of this Section XIV, Employer, in addition to and not in limitation of any other rights, remedies, or damages available to Employer at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by Executive, or by Executives partners, agents, representatives, servants, employers, employees and/or any and all persons directly or indirectly acting for or with him.
XV. COVENANT AGAINST COMPETITION
XVI. REASONABLENESS OF RESTRICTIONS
XVII. APPLICABLE LAW; SEVERABILITY
This Agreement shall be governed by and construed pursuant to the laws of the State of Texas, where it is made and executed. If any terms or part of this Agreement shall be determined to be invalid, illegal, or unenforceable in whole or in part, the validity of the remaining part of such term or the validity of any other term of this Agreement shall not in any way be affected. All provisions of this Agreement shall be construed to be valid and enforceable to the full extent permitted by law.
Any notices required or permitted to be given pursuant to this Agreement to the Employer or Executive shall be in writing and shall be deemed given upon deposit of same in the U.S., certified mail or registered mail, return receipt requested, first class postage and registration fees prepaid, and addressed to the principle office of Employer and the most recent address of Executive shown in the Employers records, respectively, or such other addresses as is most recently designated for the respective parties by notice given as aforesaid.
XIV. BINDING PROVISIONS AND PERFORMANCE
This Agreement shall inure to the benefit of and be binding upon the parties hereto, and all such parties agree to be bound by the provisions contained herein.
No amendment or variation of the terms of this Employment Agreement shall be valid made in writing and signed by the parties hereto.
XXI. ENTIRE EMPLOYMENT AGREEMENT
This Employment Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof.
XXII. WAIVER OF VIOLATION NOT CONTINUING
The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach.
This Agreement is personal to each of the parties hereto. Employer may not assign its rights and obligations hereunder without the prior written consent of Executive.
XIV. HEADINGS AND GENDER
The paragraph headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. All references to him or her shall be deemed reference to the Executive regardless of gender.
This Employment Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.
In WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the day and year first above written.
| By: /s/Terry W. Shaver|
| Authorized Signatory|
|By: /s/Gary L. Cox|
|Gary L. Cox|
Source: OneCLE Business Contracts.