10.1 Employment Agreement with Julian James Bristow
EMPLOYMENT AGREEMENT
THE EMPLOYMENT AGREEMENT (the "Agreement") is made as of June 16th, 2006 by and
between Island Residences Club, Inc a Delaware Corporation, ("Company"), Julian
James Bristow, an individual and U.S. resident, "Executive").
RECITAL
A. The Company is engaged in the business of developing, managing and
marketing of vacation residences with affiliated vacation rights in different
locations worldwide (the "Business") and has need for personnel with experience
in the management, administration, finance, operation and marketing of same.
B. The Executive is experienced in matters involving the development,
operation and marketing of projects internationally.
C. The parties are willing to enter into the Agreement with respect to the
Executive's employment and services upon the terms and conditions hereinafter
set forth.
AGREEMENT
In consideration of the foregoing recitals and the premises herein contained,
the parties agree as follows:
I. TERM
Subject to the provisions of Section IV hereof, the Company hereby employs the
Executive and the Executive hereby accepts employment with the Company beginning
on July 1st, 2006 ("Employment Date") and it shall continue in effect for a
period of one year. Thereafter, the agreement shall be renewed upon mutual
agreement of the Executive and the Company. The agreement and the Executive's
employment may be terminated at the Company's discretion during the initial
term, provided that the Company shall pay to the Executive an amount equal to
payment at the Executive's base salary rate for six months.(The "Employment
Term").
II. DUTIES
II.0 General Duties
The Executive shall serve as Chief Operating Officer (COO) and Vice President of
Operations of Island Residences Club, Inc during the Employment Term.
The Executive, during the Employment Term, subject to the policies and
directives of the Board of Directors of Company ("Board"), shall be responsible
for the daily operations of Island Residences Club, Inc.
II.1 Devotion of Time to Company's Business
The Executive agrees during the Employment Term, to devote his/her best efforts,
and his/her business time, to his/her employment with the Company, and to
perform such duties as are specified in Section II.0 and such other duties
consistent with Section II.0 as shall be reasonably requested by the Board. The
Executive shall not, during the Executive's employment, engage in any activities
that are detrimental to the business of the Company.
III. COMPENSATION AND BENEFITS
As compensation for his/her services hereunder, during the Employment Term, the
Executive shall, apart from prior authorized claimable expenses, receive
compensation and benefits payable at the times and in the installments
consistent with Company's practices. The total Compensation & Benefits is Two
Thousand dollars ($2,000.00) per month for a total during the Employment Term of
Twenty Four Thousand dollars ($24,000.00). The Company reserves the right to pay
in cash or stock for such compensation and benefits. If in Stock, selling of the
Stock shall be limited to provisions of a mutually acceptable agreement
Between the Executive and the Board or shall be redeemed by the company in
certain circumstances.
IV. TERMINATION
IV.0 Termination for Cause
The Company may terminate the Executive's employment under the Agreement, for
"cause, due to any of the following acts or omission: (a) The Executive's breach
of any statutory or common law fiduciary duty of loyalty to the Company;
(b) The Executive's indictment for any felony, or for any crime or offense
causing harm to the Company r any of its affiliates, or involving acts of
theft, fraud, misappropriation of funds, embezzlement, moral turpitude or
similar conduct;
(c) Any proven illegal act which materially and adversely affects the business
of the Company or any of its affiliates; or
(d) The Executive's breach of any material provision or covenant of the
Agreement, or of any other agreements entered into in connection with the
Agreement. If the Company terminates the Agreement for cause pursuant to the
Section II.1, the Company shall have no further obligation or liability to the
Executive.
IV.2 Termination for Death or Disability
The Agreement and the Executive's employment hereunder shall terminate
automatically upon (1) the Executive's death or (2) the date of determination by
the Board that the Executive has a disability.
As used herein, "disability" shall mean any condition that qualifies as a
disability under Company's long-term disability plan as in effect on the date of
determination or which renders the Executive incapable of performing
substantially all of the Executive's managerial and the Executive services
hereunder for ninety (90) days or more in the aggregate during any one (1) year
period, and which at any time after such ninety (90) days the Board shall
determine continues to render the Executive incapable of performing the
Executive's managerial and the Executive services hereunder. If the Agreement is
terminated because of the Executive's death or disability pursuant to the
Section IV.0, the Company shall have no further obligation or liability to the
Executive.
IV.3 No Additional Payments
Upon termination of the Executive's employment hereunder, the Executive shall
not be entitled to any severance payments or severance benefits from the Company
or any payments by the Company on account of any claim for wrongful termination,
including but not limited to claims under any federal, state or local human and
civil rights or labor laws, excepts for any benefits which may be due to the
Executive in the normal course under any Executive benefit plan or program of
the Company which provides for benefits after termination of employment. The
Executive's right to receive payments or benefits under the Agreement upon
termination of employment will cease if the Executive breaches any provision of
Section V below.
V. RESTRICTIVE COVENANTS
V.1 Confidential and Proprietary Information
As an Executive of the Company, the Executive shall have access to certain
Confidential and Proprietary Information (as defined below) concerning the
Company and its Affiliates (as defined below). The Executive agrees that he will
not, either directly or indirectly, disclose to any person or use any of the
Confidential and Proprietary Information in any way during the Employment Term
(except as required in the course of the performance of his/her duties to the
Company) or after the expiration of the Employment Term. For purposes of the
agreement, "Confidential and Proprietary Information" means any of the following
information relating to the business of the Company that is not generally known
to competitors, suppliers and customers of the Company:
(i) any business or technical information, design, process, procedure,
formula, improvement, or any portion or phase thereof, that is owned by or has,
at the time of determination, been used by the Company;
(ii) any information related to the development of products and systems;
(iii) any information concerning proposed new products and systems;
(iv) any information concerning customer/member lists and other
customer/member information, vendor lists and information, price data, cost
data, profit plans, capital plans and proposed or existing marketing techniques
or plans; and
(v) any other information which would constitute a "Trade Secret" under the
Uniform Trade Secrets Act.
For purposes of the Agreement, "Affiliate" means any corporation, company,
partnership, joint venture, firm and/or other entity which controls, is
controlled by or is under common control with the person with respect to which
the term "Affiliated" is used.
For purposes of the Agreement, "Person" means an individual, corporation,
partnership, limited liability company, trust or unincorporated organization,
or a government or any agency or political subdivision thereof. "Control" means
(a) in the case of corporate entities, direct or indirect ownership of at
least fifty percent (50%) or the stock or participating shares entitled to vote
for the election of directors; and
(b) in the case of non-corporate entities such as limited liability companies,
partnerships or limited partnerships, either
(c) direct or indirect ownership of at least fifty percent (50%) of the equity
interest, or
(d) the power to direct the management and policies of the non corporate
entity.
V.2 Inventions and Improvements
The Executive agrees that he/she will assign to the Company, without further
consideration, the exclusive rights and title to all inventions, discoveries,
ideas, improvement, and other intellectual property made or acquired by the
Executive during the Employment Term, whether alone or jointly with others. The
Executive further agrees to execute any and all documents that are required in
order to transfer or assign such property rights to the Company.
V.3 Equitable Relief
The Executive acknowledges and agrees that his/her services are of a special,
unique and extraordinary value to the Company and its Affiliates and that
damages alone may be an inadequate remedy for any breach of the Agreement.
Accordingly, in the event of the breach by the Executive of any of the
provisions of the Agreement, the Company may, in addition and supplementary to
other rights and remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions
of the Agreement.
MISCELLANEOUS
VI.1 Severability
Every provision of the Agreement is intended to be severable. If any term or
provision hereof is declared by a court of competent jurisdiction to be illegal
or invalid, such illegal or invalid term or provision shall not affect the
balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable.
VI.2 Notice
Any notice or communication required to be given hereunder may be delivered by
hand, deposited with an overnight courier, sent by confirmed facsimile, or
mailed by registered or certified mail, if to Company, to Graham James Bristow,
President and if to the Executive, to his office.
Notice shall be deemed received on the date sent if sent by facsimile or
personal delivery; three days after the date sent if sent by registered or
certified mail; and one day after the day it is sent if sent by overnight
courier.
VI.3 Entire Agreement
The Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
VI.4 Arbitration
If a dispute arises relating to the terms and provisions of the Agreement or
involves any claim for breach of any contract or covenant (express or implied),
tort claims, claims for discrimination (including, but not limited to race, sex,
religion, national origin, age or handicap), claims for compensation or claims
for violations of any federal, state, foreign or other governmental law,
statute, regulation or ordinance, then either party may initiate arbitration
proceedings in accordance with the Rules of the American Arbitration Association
("AAA"). Both parties hereby consent to such arbitration, and any arbitration
award shall be final and binding. Neither party shall disclose the existence of
any dispute or the terms of any arbitration decision to any third party, other
than their legal counsel, accountants, and financial advisors or as required by
law.
VI.5 Representation by Counsel
THE EXECUTIVE ACKNOWLEDGES THAT HE/SHE HAS BEEN REPRESENTED BY LEGAL COUNSEL IN
CONNECTION WITH THE AGREEMENT AND AS CONSULTED WITH SUCH LEGAL COUNSEL.
VI.6 Counterparts
The Agreement may be executed in counterparts, all of which taken together will
constitute one instrument.
VI.7 Waiver
Either party's failure to enforce any provision or provisions of the Agreement
shall not in any way be construed as a waiver of any such provision or
provisions, nor prevent that party thereafter from enforcing each and every
other provision of the Agreement. The rights granted both parties herein are
cumulative and shall not constitute a waiver of either party's right to assert
all other legal remedies available to it under the circumstances.
VI.8 Binding Effect
Except as otherwise provided in the Agreement, the Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors, heirs, and assigns.
The Executive shall not assign, convey, or otherwise transfer, voluntarily or by
operation of law, to any person or entity, the Agreement or any interest herein
without the prior written consent of the Company. Any attempt to do so without
such consent shall be null and void.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of
the date first above written.
ISLAND RESIDENCES CLUB, INC
By: /s/John R. Kennerley
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John R. Kennerley, Director
THE EXECUTIVE
By: /s/ Julian James Bristow
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Julian James Bristow