Registration of Securities (General Form) — Form 10
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-12G Registration Statement on Form 10 43 192K
2: EX-3.1 Articles of Incorporation Knight Airlines 8 22K
3: EX-3.2 Portsmouth Corp. Corporate Bylaws 10 37K
4: EX-4 Form of Stock Certificate 2 10K
5: EX-10.1 Asset Purchase Agmt and Plan of Reorganization 50 143K
14: EX-10.10 Employment Agreement 8 24K
15: EX-10.11 Employment Agreement 5 18K
6: EX-10.2 Lease Btwn N.R. Dinapoli and Safe Alternatives 14 45K
7: EX-10.3 Lease Btwn Donnelly Trust & Safe Alternatives 11 39K
8: EX-10.4 Supply Agreement 6 19K
9: EX-10.5 License Agreement 13 28K
10: EX-10.6 License Agreement 13 32K
11: EX-10.7 License Agreement 13 30K
12: EX-10.8 Agreement Btwn Licensor & Safe Alternatives 5 19K
13: EX-10.9 Employment Agreement 8 24K
16: EX-27 Financial Data Schedule 2 10K
EX-10.11 — Employment Agreement
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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
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AGREEMENT made effective this 31st day of January, 1996, by and between
SAFE ALTERNATIVES CORPORATION OF AMERICA, INC. (hereinafter called "SAC" or
"Employer"), a Florida Corporation with an office in Ridgefield, Conneticut, and
ROBERT F. THOMPSON, (hereinafter called "EMPLOYEE"),
WITNESSETH:
-----------
WHEREAS, Employer is a corporation engaged in several industries, and
wishes to employ Employee to render services to it; and
WHEREAS, Employee is willing to perform services for Employer, all in
accordance with the following terms, conditions and provisions.
NOW, THEREFORE, it is agreed that:
1. EMPLOYMENT: Effective from and after January 31st, 1996, Employee
shall faithfully serve Employer in the business of Employer (hereinafter called
"Business"), until this association is terminated as provided herein. It is
agreed that this Agreement shall be for a minimum period of four (4) years, and
renewed annually thereafter by mutual agreement.
2. DUTIES: Employee shall devote time and attention as required to the
performance of services in the Business as Employee for the Employer in the
areas of Chief Financial Officer and the additional time that may be required of
Employee for the administration and management of the Business. Some of these
shall not be deemed a limitation of other duties. Employee shall perform such
duties as shall be reasonably assigned to Employee by Employer.
It is understood by Employer that Employee is engaged in another
business or businesses which are not related to Employer. It is understood by
Employer that Employee shall be allowed to continue in said business or
businesses and conduct said business or businesses in property owned or leased
by Employer. It is also understood and agreed that the business of Employer
shall be the primary business of Employee.
3. COMPENSATION: Employee shall receive and Employer shall pay to
Employee during the first year of the term of this Agreement a salary at the
rate of $125,000.00 per year payable in bi-weekly arrears plus automobile
allowance of $400.00 per month. The base salary shall be reviewed annually for
amount in arrears. In addition, Employee may receive such productivity,
overtime and
workload compensation as the Board of Directors may, form time to time,
determine, said determination to be totally within the discretion of said Board
of Directors. Additionally, at the sole mention of the Employee, Employee shall
be entitled to be insured under Employee's health insurance coverage. In the
event that the normal salary above shall be changed at the end of any yearly
term hereof, such changed amount shall be set forth on Schedule "B" attached
hereto, dated and signed by both parties and made a part hereof.
4. EXPENSES: Employer recognizes that Employee will incur, from time to
time, for Employer's benefit and in furtherance of Employer's business, various
expenses, and Employer agrees either to pay directly, advance sums to Employee
to be used for expenses, or to reimburse Employee for expenses if approved by
Employer prior to incurring same as follows:
a. Business association dues and memberships.
b. State License fees.
c. Business conventions and meeting expenses.
d. Employee agrees to submit to Employer the documentation
as may be necessary to substantiate the deductibility of the
foregoing expenses for income tax purposes.
5. VACATION: Each year during this Agreement, Employee shall be entitled
to a vacation so set forth in Schedule "C" attached hereto. Vacation and other
lease shall be taken on reasonable prior notice, and at a time and manner not to
interfere with the proper operation of the Business. Unused vacation time shall
not be carried over from one year to the next without written consent from
Employer.
6. EQUIPMENT AND EXPENSES: Employer shall provide and pay for suitable
office space and facilities, furniture, fixtures, equipment, supplies and
assistance necessary or appropriate for the Business, and, in addition, shall
pay for or reimburse to Employee the expenses provided for in paragraph 4 above.
7. SALARY CONTINUATION: If Employee becomes physically or mentally
disabled, so as not to be able to perform Employee's full time regular duties in
the Business contemplated by this Agreement, and if Employee returns to active
duties in the Business but does not devote full time to same, Employee shall
receive a salary as determined by mutual agreement pursuant to paragraph 3 of
this Agreement as to what employee's reduced time bear to full time regular
duties.
8. EMPLOYEE CONDUCT: Employee, at all times during this Agreement, shall:
a. Observe and conform to all the laws, customs and ethical principles of
the Business and SAC;
b. Comply with all of Employer's reasonable directions concerning the
Business;
C. Not disclose, except to Employer, any trade secrets or information
with respect to Employer, the Business, or any clients thereof.
9. POLICY DECISIONS: It is understood that Employer shall have the sole
and exclusive right of management over the Business, said decisions to be made
by vote of SAC's Board of Directors pursuant to the By-Laws of the Corporation.
10. RESTRICTIVE COVENANTS: In consideration of good and valuable
consideration, the receipt and adequacy which is hereby acknowledged by
Employee, as well as for the mutual promises herein set forth, Employee
expressly covenants and agrees as follows:
a. Employee shall not at any time divulge to persons who are not
employees of Employer, any confidential information obtained by
Employee in the course of employment by Employer relating to the
Business, work products, financial or marketing plans or personnel of
Employer.
b. In the event Employee's employment hereunder is terminated, on the
termination Employee's services for Employer, Employee shall
immediately return to Employer all property in Employee's possession
belonging to Employer. Employee acknowledges that all books,
financial material, manuals, records, client lists, supplier lists and
other papers relating to the Business, at any time in Employee's
possession, are the property of Employer.
c. During the term of Employee's employment hereunder and, for a term of
one and one-half (1-1/2) years thereafter, Employee shall not directly
or indirectly, either on behalf of Employee or onthe behalf of any
business venture, non-profit organization, or any other entity, as an
Employee, agent, partner, principal, stockholder, officer or
otherwise, without the prior written permission of Employer:
i. own or manage or work for a company, individual, or corporation which
competes with Employer, or
ii. recruit any employee or contractor of Employer or induce or attempt to
induce any employee or contractor of Employer to leave the employ of or
terminate a relationship with Employer.
d. The period of time during which Employee is prohibited from engaging
in certain activities pursuant to the
terms of this paragraph 8 shall be extended by the length of time
during which Employee is in breach of the terms of this Paragraph 8.
e. If Employee shall engage in the practices set forth in Paragraph 8
above within the time limited therein, or in violation of the
provisions of this Paragraph 8, termination of Employee's employment
shall be considered a termination for cause which will result in great
damage and loss to Employer.
f. The provisions of this Paragraph 8 shall be regarded as divisible and
shall be operative both as to time and area covered only to the extent
that they are legally enforceable, and if any of the provisions of
this Paragraph 8 or any part hereof are determined invalid or
enforceable, the ability and enforceability of the remainder of this
Paragraph 8 and of the other terms and conditions of this Agreement
shall not in any way be affected thereby.
g. Employee acknowledges that (i) the covenants contained in this
Paragraph 8 are a material factor or in inducing Employer to enter
into this Agreement; (ii) that Employee's services under this
Agreement are unique and extraordinary; and (iii) that Employee has
and will have access to secret and confidential information of the
Employer.
Without intending to limit the remedies available to Employer if
Employee violates the terms of this Paragraph 8, Employer shall be entitled to
injunctive relief to restrain the breach or threatened breach or otherwise to
specifically enforce any of the covenants of this Paragraph in addition to such
other remedies and relief which, in the event of such breach, may be available
to it.
11. SETTLEMENT AND ARBRITATION OF DISPUTES: Any dispute or controversy
arising under this Agreement shall be determined and settled by binding
arbritation under the rules of the American Arbritation Association. The
arbritation award shall be final and binding and judgment on the award by any
court having competent jurisdiction.
12. AMENDMENT: No modification, amendment, addition to , or termination
of this Agreement, nor waiver of any kind of its provisions, shall be valid or
enforcable unless in writing and signed by both parties hereto.
13. BINDING AGREEMENT: This Agreement shall be binding upon and inure
to the benefit of the parties hereto, thier distributees, legal representatives,
successors, and assigns.
14. NOTICES: All notices under this Agreement shall be in writing and
shall be served by personal service, or registered mail, return receipt
requested, and shall be addressed to each party at this residence or its
business address. Either party may notify the other party of a different
address to which notices shall be sent.
15. GOVERNING LAW: This Agreement shall be governed by the laws of the
State of Connecticut.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of
the date and year first above written.
Signed, Sealed and Delivered
in the presence of :
__________________________ SAFE ALTERNATIVES CORPORATION
OF AMERICA, INC.
__________________________ BY ____________SIGNED
STEPHEN J. THOMPSON, its President
_________________________ Employee
_________________________ _____________SIGNED
STATE OF CONNECTICUT
SS. RIDGEFIELD
COUNTY OF FAIRFIELD
Personally appeared Signer, and Sealer of the foregoing Instrument, and
acknowledged the same to be his free act and deed, before me.
____________________
STATE OF CONNECTICUT
SS. RIDGEFIELD
COUNTY OF FAIRFIELD
Personally appeared STEPHEN J. THOMPSON, President of SAFE ALTERNATIVES
CORPORATION OF AMERICA, INC., and acknowledged the same to be his free act and
deed, and the free act and deed of said corporation, before me.
________________________
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