Ex-10(iii)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective the 1st day of
January 2001, by and between Wallin Engines Corporation, a Nevada corporation
("Employer" or "Company"), and Michael Linn, an individual and further the
sole officer and director of Employer ("Employee").
PREMISES
WHEREAS, Employer desires to secure the services of the Employee
pursuant to the terms and conditions of an employment agreement; and
WHEREAS, the Employee has the requisite skills and experience in
rebuilding car and truck engines.
AGREEMENT
NOW THEREFORE, with the above provisions incorporated herein by this
reference, in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder and other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, the
parties hereto mutually agree as follows:
1. Employment. The Employer employs the Employee and the Employee
accepts employment as Employee of Employer upon the terms and
conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence January 1, 2001, and
shall continue for an initial term of three (3) years. This Agreement
may be renewed at the end of the term, for an additional term upon the
written agreement of the parties. If there is no written agreement
for additional term, then the employment will continue on a month to
month basis subject to termination by either party upon thirty (30)
days written notice to the other party.
3. Compensation. Employee shall receive a salary, payable monthly, in
the amount of $1,000.00 per month. Employee's salary expense shall
accrue until the Company has a net income of $50,000. Fifty percent
(50%) of the net income from Employer's operations before tax shall go
towards paying down the accrued salary liability.
4. Duties/Limitations. During the term of this Agreement, Employee shall
initially serve i) on the board of directors for Employer ii) as
president, secretary and treasurer of Employer. Employee shall be
responsible for developing relationships with clients; consulting with
clients and generating revenues; managing the company finances
including but not limited to purchases, sales, payroll, accounts
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payable, accounts receivable, bank reconciliation, and inventory
management; overseeing the preparation of financial statements and SEC
filings; filing of company taxes in a timely fashion, including sales,
income, payroll, franchise and other necessary taxes; hiring
employees; overseeing purchase of office supplies and materials
necessary for operation of the Company's business; developing
financing arrangements with vendors, banks and investors as necessary;
performing any other tasks or obligations normally associated with
Employee's position within industry standards.
5. Extent of Services/Conduct. The Employee may perform services for
other organizations and volunteer for charitable organizations. The
Employee pledges careful avoidance of all personal acts, habits,
usage's, and statements which might injure, in any way, directly or
indirectly, the personal or business reputation of the Employer.
6. Non-Disclosure of Information. In further consideration of employment
and the continuation of employment by Employer, Employee will not,
directly or indirectly, during or after the term of employment
disclose to any person not authorized by Employer to receive or use
such information, except, for the sole benefit of Employer, any of
Employer's confidential or proprietary data, information, or
techniques, or give to any person not authorized by Employer to
receive any information that is not generally known to anyone other
than Employer or that is designated by Employer as "Limited,"
"Private," or "Confidential," or similarly designated.
7. Expenses. The Employee may incur reasonable expenses for promoting
the Employer's business, including reasonable expenses for office
space, entertainment, travel, and similar items. The Employer will
reimburse the Employee for all such pre-approved expenses upon the
Employee's periodic presentation of an itemized account of such
expenditures.
8. Disability. If the Employee is unable to perform services by reason
of illness or incapacity, the base salary payable under Paragraph 3 of
this Agreement shall continue only in accordance with decisions
unilaterally reached by the Board of Directors or pursuant to any
written policy of the company.
9. Fringe Benefits. In addition to the compensation to the Employee
under Paragraph 3, the Employee shall be entitled to, during the term
of this Agreement, participate in any benefit plans adopted by the
Employer, including, without limitation, health, retirement,
disability, and life insurance benefit plans, but only to the extent
that the Employee has satisfied the eligibility requirements of the
respective plans and the benefits are offered to all other employees
of Employer.
10. Termination for Cause. The Employer may terminate this Agreement for
cause at any time. For purposes of this Agreement, the term "cause"
includes, without limitation, the Employee's (i) neglect or
intentional disregard of duties, (ii) unauthorized disclosure of
confidences of the Employer, (iii) conviction of felony or
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any crime involving moral turpitude by a court of competent
jurisdiction, (iv) willful misconduct, (v) excessive use of alcohol on
repeated occasions or addiction to narcotics, (vi) breach of this
Agreement, or (vii) dishonesty.
11. Termination upon Sale of Business. Employer may terminate this
Agreement upon thirty (30) days written notice to the Employee upon
the happening of any of the following events:
(a) The sale, by the Employer, of substantially all of its assets to a
single purchaser or group of associated purchasers; or
(b) The sale, exchange, or other disposition to a single entity or
group of entities under common control in one transaction or
series of related transactions of greater than fifty percent (50%)
of the outstanding shares of the Employer's common stock; or
(c) A decision by Employer to terminate its business and liquidate its
assets; or
(d) The merger or consolidation of the Employer in a transaction in
which the shareholders of the Employer receive less than fifty
percent (50%) of the outstanding voting shares of the new or
continuing corporation.
12. Death during Employment. If the Employee dies during the term of this
Agreement, then the Employer shall pay to the designated beneficiary
of the Employee the compensation which would otherwise be payable to
the Employee up to the end of the month in which such death occurs and
this Agreement shall be terminated. If the Employee has made no
beneficiary designation, then the compensation due hereunder shall be
paid to the Employee's estate.
13. Survival. The provisions of this Agreement shall survive the
termination of this Agreement.
14. Miscellaneous.
(a) The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into jointly
and severally by the parties hereto. This Agreement represents
the entire Agreement between the parties hereto, and supersedes
any prior agreements with regards to the subject matter hereof.
This Agreement may be executed in any number of facsimile
counterparts with the aggregate of the counterparts together
constituting one and the same instrument. This Agreement
constitutes a valid and binding obligation of the parties hereto
and their successors, heirs and assigns and may only be assigned
or amended by written consent from the other party.
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(b) No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that
any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
(c) The laws of the State of Utah shall govern the validity,
interpretation, and performance of this Agreement and any dispute
arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, Utah. If any action
is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees, court costs, and other costs incurred
in proceeding with the action from the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
WALLIN ENGINES CORPORATION (Employer)
/S/ MICHAEL LINN
______________________________________
By: Michael Linn, President
MICHAEL LINN (Employee)
/S/ MICHAEL LINN
______________________________________
By: Michael Linn, an Individual
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