EXHIBIT NO. 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective the 1st day of
August, 2001 by and between Wrap-N-Roll USA, Inc., a Nevada corporation
("Employer" or "Company"), and Derek Williams, an individual ("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 providing
specialized advertising services to businesses of all sizes with emphasis on
large format digital printing on perforated and non-perforated vinyl
substrates.
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 August 1, 2001, and
shall continue for an initial term of one (1) year. 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 in the amount of
$3,000.00 per month, payable Biweekly. Employee's salary shall be
paid as funds are available.
4. Duties/Limitations. During the term of this Agreement, 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 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
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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 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.
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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.
(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
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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.
Wrap-N-Roll USA, Inc. (Employer)
/s/ Cliff Halling
/s/______________________________________
By: Cliff Halling, President
Derek Williams (Employee)
/s/ Cliff Halling
/s/______________________________________
By: Derek Williams, an Individual
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