EXHIBIT 10.5
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the first day of September, 1995, by and between
Mansur Industries Inc., a Florida corporation (hereinafter called the
"Employer") and Paul I. Mansur, an individual (hereinafter called "Employee").
RECITALS:
A. The Employer desires to assure itself of the services of the Employee
and to that end desires to enter into a contract of employment with the
Employee upon the terms and conditions herein set forth; and
B. The Employee is desirous of entering into such a contract of employment.
NOW, THEREFORE, in consideration of the premises, representations, warranties
and the mutual covenants herein set forth, the parties hereto agree as follows:
1. EMPLOYMENT DUTIES.
(a) Employer hereby hires Employee during the Employment Period (defined
below) as Chief Executive Officer or in such other position as the Employer may,
from time to time determine, to perform such services and duties as are
customary for the Chief Executive Officer of such a corporation and as further
described in the Bylaws of the Employer.
(b) During the Employment Period, the Employee shall faithfully perform
the Employee's duties to the best of the Employee's ability and in accordance
with the directions and order of the Employer, and the Employee shall devote to
the performance of such duties such amount or working time, attention and
energies as the Employee deems necessary. In addition to the duties assigned to
the Employee by the Employer, during the Employment period the Employee shall
perform such other duties as are commensurate with the Employee's position and
title, including, by way of illustration and not in limitation, overseeing the
overall management of the Company including all financial, administrative,
marketing and operations functions, exercising the Employee's best business
judgement, safeguarding the assets of the Employer, corporate record keeping
activities, and following, maintaining and implementing, without limitation, the
business plans, budget (as modified or amended from time to time by the
Employer), and seeking, if necessary clarification of any such procedures and
directives.
2. EMPLOYMENT TERM.
(a) "The Employment Period" shall be a period of two (2) years from the
date of effectiveness of this Employment Agreement which is first day of
September, 1995 and any extensions of such period.
(b) At least ninety (90) days prior to the expiration of the initial
Employment Period or any Renewal Period as that term is hereinafter
defined, the Employer shall notify the Employee of its intention to extend the
Employment Period for an additional two years (2) (the "Renewal Period").
If the Employer notifies the Employee of its intention to extend the Employment
Period, the Employer shall inform the Employee of any modifications to the
salary, employee plans and fringe benefit arrangements for the extended
Employment Periods at least
sixty (60) days prior to the expiration of the Employment Period and the
Employee shall, at least thirty (30) days prior to the expiration of the
employment Period, submit in writing notification of his acceptance of the
Employer's offer to extend the Employment Period. Failure of the Employer to
provide notice in a timely manner as provided in the first section of 2(b)
hereof shall result in the automatic extension of this Agreement for one year
with all the same terms and provisions hereof, except that the Base Salary (as
defined in Section 2 hereof) for the Renewal Period shall be increased by twenty
percent (20%) over the Base Salary for the Employment Period or the immediately
preceding Renewal Term, and that increased amount shall be the new Base Salary,
payable in monthly equal increments.
(c) In the event of the Employee's death prior to the expiration of the
Employment Period, all obligations of the Employer under this agreement shall
terminate except of the Employer's obligations to pay for services rendered by
the Employee prior to his death.
(d) Employee may terminate this Agreement at anytime upon one hundred
twenty (120) days notice to the Company of his intention to resign as Chief
Executive Officer. All salary earned but unpaid at the date of his resignation
shall become due and payable upon the date of his resignation.
3. COMPENSATION.
(a) As compensation for the performance of the Employee of his
obligations under this Employment Agreement, the Employer shall pay to the
Employee a salary in the amount of Forty Eight Thousand Dollars ($48,000.00) per
year payable in monthly installments of Four Thousand Dollars ($4,000.00) each.
(b) Employee is authorized to incur, in his discretion, reasonable
business expenses in connection with the performance of his duties under this
Agreement, including travel and entertainment expenses and the Employer shall
reimburse Employee for any expenses so incurred, including reasonable
transportation expenses incurred by the Employee in the performance or
initiation and promotion of the Employer's business.
(c) Further, during the Employment Period the Employee may participate
in such employee incentives, plans or fringe benefit arrangements as the
Employer shall make available to the Employee or others.
4. DISCLOSURE OF INFORMATION.
Employee acknowledges that the Employer maintains highly confidential and
proprietary information that will be accessible to Employee at all times and
that such information constitutes valuable and unique property of the Employer.
During the term of this Agreement and for a period of three (3) years following
the Employee's termination of employment, Employee will not disclose any
confidential information, including without limitation, information regarding
the Employer's patents, research and development, manufacturing process or any
knowledge or information with respect to confidential or trade secrets of the
Employer which may be deemed to be in the public domain. Nothing contained
herein shall be construed as authorizing Employee to disclose confidential
information either during the employment period with Employer or at any time
thereafter, or in any way diminish the Employer's complete rights and ownership
of its confidential or proprietary information, patents, research and
development, manufacturing process or any other proprietary information or trade
secrets.
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5. NON-COMPETITION.
During the term of this Agreement and for three (3) years thereafter, Employee
will not directly or indirectly, whether as principal, agent, trustee or through
the agency of any corporation, partnership, association or agent, engage in any
business in substantial composition with the Employer or its affiliates, nor
shall Employee become an officer, director or employee of any corporation,
partnership or any other business in substantial competition with the Employer
or its affiliates.
6. NOTICE.
Except as and to the extent specifically provided herein to the contrary, any
notice, approval, consent, demand, application or other communication between
the parties hereto required or permitted hereunder shall be in writing and shall
be sufficiently given if delivered in person, or mailed by certified mail, with
return receipt requested and postage prepaid, or delivered to a bonded air
courier service for overnight delivery, addressed as follows or to such other
address as any party hereto shall notify the other parties hereto:
(a) If to the Employer, to: (b) If to Employee, to:
MANSUR INDUSTRIES INC. PAUL I. MANSUR
8425 Southwest 129th Terrace 6050 NW 93rd Doral Place
Miami, Florida 33156 Miami, Florida 33178
Notices shall be deemed to have been delivered upon the earlier of actual
receipt or five (5) days after deposit in the United States mail or one day
after deposit with a bonded air courier service for delivery next day delivery.
7. MODIFICATION.
No modification, amendment or waiver of any of the provisions of the Employment
Agreement shall be effective unless made in writing specifically referring to
this Employment Agreement and signed by all parties.
8. ENTIRE AGREEMENT.
This instrument constitutes the entire agreement of the parties hereto with
respect to Employee's employment and the compensation therefor.
9. WAIVER.
The failure to enforce at any time any of the provisions of this Employment
Agreement or to require at any time performance by any party of any of the
provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect either the validity of this Employment Agreement, or any part
hereof, or the right of each party thereafter to enforce each and every
provision in accordance with the terms of this Employment Agreement.
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1O. SEVERABILITY.
The invalidity or unenforceability of any particular provision of this
Employment Agreement shall not effect the other provision hereof, and this
Employment Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
11. SUCCESSORS.
This Employment Agreement shall be binding upon and shall inure to the benefit
of the Employer and any successor of the Employer. For the purposes of this
Employment Agreement, the term "successor" shall mean any person, firm,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, shall acquire all or substantially all of the assets or
business of the Employer as a whole. This Employment Agreement shall also be
binding upon and shall inure to the benefit of the Employee and Employee's legal
representatives except that the Employee's obligations to perform such future
services and rights to receive payment therefor are hereby expressly declared to
be non-assignable and non-transferable.
12. GOVERNING LAW.
This Employment Agreement is entered into the State of Florida and shall be
construed in accordance with the laws of the State of Florida. The parties
hereto consent to the jurisdiction of the state courts of the state of Florida
and the appropriate United States District Court for Florida for all purposes in
connection with any litigation between or among the parties hereto. Employee
hereby irrevocably waives any objection which he now or hereafter may have to
the laying of venue of any action or proceeding arising out of or relating to
this Employment Agreement brought in the United States District Court for
Florida and any objection on the ground that any such action or proceeding in
either of such Courts has been brought in an inconvenient forum.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the date and year first above written.
EMPLOYER:
MANSUR INDUSTRIES INC.
/s/ PIERRE G. MANSUR
Pierre G. Mansur, Chairman of the Board
EMPLOYEE:
/s/ PAUL I. MANSUR
Paul I. Mansur
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