EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered
into as of the 1st day of August, 2000, at Boca Raton, Palm Beach
County, Florida, by and between Wilfred G. Mango, Jr. ("Mango") and
Eagle Capital International, Ltd. ("Eagle" or the "Company"), a
Nevada corporation.
RECITALS
WHEREAS, Mango is an experienced executive in the construction
technology industry; and
WHEREAS, Eagle desires to employ an experienced executive in the
construction technology industry as the Company's Chief Operating Officer; and
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, Mango and Eagle agree as follows:
1. Employment. Eagle will employ Mango and Mango accepts employment
from Eagle upon the terms and conditions contained in this Agreement.
2. Term. Eagle will employ Mango for twenty-four (24) months beginning
August 1, 2000, and ending on July 31, 2002. Not less than one hundred and
twenty (120) days prior to the expiration of this Agreement, Mango shall contact
the Company to discuss whether this Agreement will be modified and/or extended.
3. Duties. Mango is engaged as Chief Operating Officer of the Company.
Mango will report to the Chief Executive Officer of the Company. His duties
include the following:
3.1 exercise management responsibility over business and
operational activities of Eagle and ensure the administration of
applicable fiscal and personnel policies; and
3.2 direct and coordinate business and operational activities
of Eagle's four divisions inclusive of monitoring overall compliance
with applicable policies and procedures to ensure required proprietary
and consistency of actions; and
3.3 confer with the Board of Directors and local government
representatives to analyze and recommend priorities and goals for
future construction and development needs; and
3.4 determine fiscal requirements for each of the current four
divisions as well as any future divisions; review proposed budgets for
accuracy in conjunction with the CFO; monitor, verify and approve
expenditure of budgeted funds in conjunction with the CFO; and
3.5 interpret and administer policies pertaining to the hiring
and placement of employees; direct the preparation of reports
reflecting business and personnel activities; and
3.6 direct the purchasing of services, equipment and
materials; administer a program of property management and
accountability; and
3.7 plan and schedule work for the four divisions ensuring
proper distribution of assignments and adequate staffing, space and
facilities for subsequent performance of duties; and
3.8 plan and conduct meetings with subordinates to ensure
compliance with established practices, to implement new policies, and
to keep employees aware of changes and current standards; and
3.9 work in conjunction with Andros Savvides to develop and
administer a new division to be called Eagle Fuller International
Development and use his best efforts to establish a joint venture with
Fuller International Development; and
3.10 perform other related duties incidental to the work
described herein.
4. Compensation. Eagle will pay to Mango compensation as follows:
4.1 Base Compensation.
4.1.1. Base Salary. Eagle will pay to Mango an
initial base salary of twelve thousand dollars ($12,000.00) for the
months of August 2000 through January 2001, payable in increments of
$2,000 per month, less legal withholdings on the 1st day of each month.
4.1.2. In the event that Mango is promoted to
President of the Company after completion of the first six (6) months
of this Agreement, then Mango will receive base compensation of ninety
thousand dollars ($90,000.00) for the months of February 2001 through
July 2002, payable in increments of five thousand dollars ($5,000.00)
per month less legal withholding, all payable on the 1st day of each
month; otherwise, Mango will continue to receive the same base
compensation as set forth in paragraphs 4.1.1 above.
4.2 Securities.
4.2.1. Upon satisfactory completion of Mango's first
full year of employment, Eagle will issue to Mango 250,000 shares of
the Company's restricted common stock subject to Rule 144 of the
Securities and Exchange Act of 1933, as Amended. The Shares shall
contain the following restrictive legend:
The securities represented by this certificate may
not be offered or sold except pursuant to (i) an
effective registration statement under the Act, (ii)
to the extent applicable, Rule 144 under the Act (or
any similar rule under such Act relating to the
disposition of securities), or (iii) an opinion of
counsel, if such opinion shall be reasonably
satisfactory to counsel to the issuer, that an
exemption from registration under such Act and
applicable state securities laws is available.
4.2.2. Upon satisfactory completion of Mango's second
full year of employment, Eagle will issue to Mango 250,000 shares of
the Company's common stock subject to Rule 144 of the Securities and
Exchange Act of 1933, as Amended. The shares shall contain the
restrictive legend set forth in paragraph 4.2.1 above.
4.3 Bonuses.
4.3.1. Management Bonus Plan. Upon acceptance of
employment, Mango will be entitled to participate in the Company's
Management Bonus Plan. Mango will be entitled to receive twelve
percent (12%) of the distribution from the Management Bonus Plan.
4.3.2. Other Bonus. In addition to any bonus
received from the Management Bonus Plan, Mango shall receive a bonus
payable in the form of the Company's securities based upon the
following:
(a) fifty thousand (50,000) shares of the
Company's common stock with restrictive legend as set forth in
paragraph 4.2.1 above, if the Company exceeds fifty million
dollars ($50,000,000) in gross sales for fiscal year ended
2001; and
(b) fifty thousand (50,000) shares of the
Company's common stock with restrictive legend as set forth in
paragraph 4.2.1 above, if the Company exceeds one hundred
million dollars ($100,000,000) in gross sales for fiscal year
ended 2002.
5. Extent of Services.
5.1.1. Mango will devote substantially all of his time,
attention, and energies into the business of Eagle, and shall not,
during the term of this Agreement, and successive terms of this
Agreement, if applicable, be engaged in any conflicting business or
activity without the prior written consent of the Eagle Board of
Directors. For purposes of this Agreement, the term "conflicting
business" shall be defined as any business which directly competes with
the business of Eagle.
5.1.2 Notwithstanding paragraph 5.1.1 above, Mango shall be
permitted to serve as a director and shareholder in International
Housing Technology, Ltd. ("IHT"), a construction technology company and
Fuller International Development Ltd. (FIDEV), a development company.
6. Mango Performance Review. Within thirty (30) days after the
expiration of the first six (6) months of this Agreement, the Company's Board of
Directors will review Mango's performance and provide Mango with an opportunity
to discuss the review with a representative of the Board. Dependent upon a
favorable review by the Company's Board, Mango will be appointed President of
the Company and entitled to the increase in base salary set forth in paragraph
4.1.2 above.
7. Trade Secrets/Non-Competition.
7.1 Trade Secrets.
7.1.1 Mango promises and agrees that he will not
disclose or utilize any trade secrets, confidential information, or
other proprietary information acquired during the course of his service
with Eagle and/or its related business entities. As used herein "trade
secret" means the whole or any portion or phase of any formula,
pattern, device, combination of devices, or compilation of information
which is for use, or is used, in the operation of Eagle's business and
which provides Eagle an advantage, or an opportunity to obtain an
advantage, over those who do not know or use it. "Trade secret" also
includes any scientific, technical, or commercial information,
including any design, list of suppliers, list of customers, or
improvement thereof, as well as pricing information or methodology,
contractual arrangement with vendors or suppliers, business development
plans or activities, or Eagle financial information. However, "trade
secret" shall not include information that is known to the public
generally or is obtained through sources outside Eagle.
7.1.2 During the term of this Agreement and for a
period of twenty-four (24) months from the expiration or termination of
this Agreement, and provided that Eagle does not terminate this
Agreement without cause prior to the expiration of the initial six (6)
months of this Agreement, Mango agrees to refrain from engaging in a
business which directly competes with the business of Eagle, whether as
a partner, consultant, owner, director, officer or employee, from
soliciting current or former contacts of Eagle within the United States
of America, from soliciting existing contacts of Eagle wherever
located, and from disclosing customer lists, trade secrets and other
confidential information.
7.1.3 For a period of twenty-four (24) months from
the expiration or termination of this Agreement, Mango promises and
agrees that he will not, without the express written consent of the
Chairman of Eagle's Board of Directors, which consent will not be
unreasonably withheld, directly or indirectly employ, or directly or
indirectly solicit to employ as a consultant or employee, any person
who is exclusively employed as a consultant or employee of Eagle as of
August 1, 2000, or any person who was an employee or consultant of
Eagle during the six (6) months preceding August 1, 2000.
7.2 Injunctive Relief. In recognition of the possibility that
any violation of this provision by Mango may cause irreparable or
indeterminate damage of injury to Eagle, Mango expressly stipulates and
agrees that Eagle shall be entitled, upon five (5) business days
written notice to Mango, to obtain an injunction from any court of
competent jurisdiction restraining any violation or threatened
violation of this provision. Such right to an injunction shall be in
addition to, and not in limitation of, any other rights or remedies
Eagle may have for damages.
8. New Technologies, Process, etc. Mango agrees to promptly
disclose to the Company any inventions, technologies, processes or discoveries
by Mango of any kind and nature whatsoever which he makes, discovers, or devises
as a result of, or in connection with, this employment by the Company which
inventions, technologies, processes or discoveries are reasonably related to the
business of the Company. Mango shall assign and transfer all of his right, title
and interest in and to any such inventions, technologies, processes or
discoveries to the Company. Further, Mango agrees to execute any and all
documents reasonably requested by the Company to obtain patents or otherwise
protect the proprietary nature of the inventions, technologies, processes or
discoveries. Notwithstanding the above, any inventions, technologies, processes,
discoveries, or devices attributable to IHT that currently exist as of the date
of this Agreement as well as any improvements thereto are excepted from this
Agreement.
9. Termination and Severance.
9.1 Termination Events.
9.1.1 This Agreement shall terminate automatically in
the event of Mango's death, permanent disability or Mango's conviction
of a felony. As used in this Agreement "permanent disability" shall
mean Mango's inability to perform services hereunder for a period of
four (4) consecutive months or for six (6) months in any twelve
consecutive twelve (12) month period.
9.1.2 This Agreement shall terminate upon written
notice from Eagle to Mango in the event of (a) Mango's failure or
refusal to perform reasonable directives of Eagle when such directives
are consistent with the scope and nature of Mango's duties and
responsibilities hereunder; or (b) any gross or willful misconduct of
Mango resulting in loss to Eagle.
9.1.3 Eagle or Mango may terminate this Agreement
upon one hundred twenty (120) days written notice to the other.
Upon termination, Mango shall return to the Company
all material related to Eagle's operations.
9.2 Severance Pay Upon Termination
9.2.1 Upon termination pursuant to Mango's death or
permanent disability, Mango will be entitled to receive all
compensation and benefits through the date of termination.
9.2.2 In the event of termination resulting from a
felony conviction pertaining to Mango's employment, Mango will only be
entitled to receive his base salary through the date of termination.
9.2.3 If Mango gives notice to terminate this
Agreement within the first six (6) months, then Mango will only be
entitled to receive his base compensation through the date of
termination. If Mango terminates this Agreement after the first six (6)
months, then Mango will be entitled to receive his base salary through
the date of termination and securities prorated through the date of
termination.
9.2.4 If Mango is terminated within the first six (6)
months, he shall receive all compensation and benefits through the
first six (6) months. If Mango is terminated in the second six (6)
months, he shall receive all compensation and benefits through one (1)
month following termination. If Mango is terminated anytime following
the second six (6) months, he shall receive all compensation and
benefits through three (3) months following termination.
10. Entire Agreement. This Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter of this Agreement, and supersedes all other negotiations, understandings
(including any prior employment agreement) and representations, if any, made
between such parties.
11. Amendments. This Agreement shall not be altered, amended or
modified unless it be in writing and signed by all parties to this Agreement.
12. Assignments. Neither the Company nor Mango may assign or transfer
this Agreement or any obligation under this Agreement without the prior written
approval of the other.
13. Binding Effect. All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective personal representatives,
legal representatives, heirs, successors and permitted assigns.
14. Severability. If any provision of this Agreement or any other
agreement entered into pursuant to this Agreement is contrary to, prohibited by
or deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder of such provision shall not be invalidated and shall be given full
force and effect so far as possible. If any provision of this Agreement may be
construed in two or more ways, one of which would render the provision invalid
or otherwise voidable or unenforceable and another of which would render the
provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable.
15. Notices. All notices, requests, demands, consents and other
communications required or permitted under this Agreement shall be in writing
(including telex and telegraphic communication) and shall be (as elected by the
person giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
If to Mango: Wilfred G. Mango, Jr.
30 Winding Lane
Greenwich, Connecticut 06831
If to the Company: Anthony D'Amato, Chairman and CEO
Eagle Capital International, Ltd.
1900 Corporate Blvd., Suite 400E
Boca Raton, Florida 33431
With a copy to: David A. Carter, Esq.
David A. Carter, P.A.
2300 Glades Road
Suite 210, West Tower
Boca Raton, Florida 33431
Each such notice shall be deemed delivered: (a) on the date delivered
if by personal delivery; (b) on the date of transmission with confirmed answer
back if by telefax or other telegraphic method; or (c) on the date upon which
the return receipt is signed or delivery is refused or the notice is designated
by the postal authorities or courier service as not deliverable, as the case may
be, if mailed or couriered.
16. Jurisdiction and Venue. The parties acknowledge that a substantial
portion of negotiations, anticipated performance and execution of this Agreement
occurred or shall occur in Palm Beach County, Florida. Regardless of any
location of such occurrences, each of the parties irrevocably and
unconditionally: (a) agrees that any suit, action or legal proceeding arising
out of or relating to this Agreement shall be brought in the courts of record of
the State of Florida in Palm Beach County or the Federal District Court of the
United States, Southern District of Florida; (b) consents to the jurisdiction of
each such court in any such suit, action or proceeding; (c) waives any objection
which it may have to the laying of venue of any such suit, action or proceeding
in any of such courts; and (d) agrees that service of any court paper may be
effected on such party by mail, as provided in this Agreement, or in such other
manner as may be provided under applicable laws or court rules in State of
Florida.
17. Attorneys Fees: The parties covenant and agree that if a default or
disagreement occurs pursuant to or concerning this Agreement which necessitates
legal proceedings, the prevailing party shall be entitled to recover reasonable
costs and attorneys fees, inclusive of appellate and bankruptcy proceedings.
18. Governing Law. This Agreement and all transactions contemplated by
this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Florida without regard to principles of
conflicts of laws.
19. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed shall be deemed to be an original and such
counterparts shall together constitute one and the same instrument.
20. Other Obligations of the Company.
20.1 The Company will lease an office and hire an
administrative assistant for Mango in a venue of his choice
subject to Company approvals. Mango will provide the Company
with a copy of the proposed lease for his office(s) for the Company's
review and approval prior to the execution of same and the terms and
conditions of employ of his administrative assistant.
20.2 The Company will add Mango to the Company's Director and
Officer's Liability Policy, said coverage to commence and continue
during Mango's term of employment with the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement this ____
day of __________________, 2000.
EAGLE CAPITAL
INTERNATIONAL, LTD.
By: _________________________
Anthony D'Amato
Its: Chairman and CEO
-------------------------
Wilfred G. Mango, Jr.