Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT
AGREEMENT ("Agreement") is made, entered into, and
effective as of May 23, 2008 (the "Effective Date"), by and between American
Soil Technologies,
Inc., a Nevada corporation ("Company"), and Diana Visco, an
individual ("Employee") (individually, a "Party"; collectively, the
"Parties").
RECITALS
WHEREAS, Company
desires to employ
Employee, and Employee
desires to be
employed as the Secretary of Company; and
WHEREAS, Company
desires to have an employment agreement with Employee as
its Secretary, subject to the terms and conditions of this
Agreement.
NOW,
THEREFORE,
in consideration of the mutual covenants and
conditions
contained herein, the Parties hereto hereby agree as follows:
AGREEMENT
1. TERM OF EMPLOYMENT.
a.
SPECIFIED PERIOD.
Company hereby employs
Employee and Employee accepts
employment with
Company for a period
of five years
beginning on May 23, 2008,
and terminating on May 22, 2013.
b.
RENEWAL. This
Agreement is subject to automatic renewal for successive
one year terms, upon
the same terms and conditions as set forth herein, unless
either this
Agreement is terminated pursuant to Section 8 hereof or a
Party
gives written notice to the other Party of its intent to terminate,
at least 30
days prior to expiration of the then-current term.
c.
EMPLOYMENT TERM DEFINED. "Employment term" refers to the entire
period
of employment of Employee by Company, whether for the period provided
above, or
whether terminated
earlier as hereinafter provided or extended by mutual
agreement between Company and Employee.
2. DUTIES AND
OBLIGATIONS OF
EMPLOYEE. Employee
shall serve as
Secretary and
Administrative
Assistant to the
President/CEO.
Employee shall report to the
President/CEO or any
other individual
designated by the
Board of Directors of
the Company. Employee
shall faithfully and diligently perform all professional
duties and acts as may be requested and required of Employee by
Company or its
Directors. Employee
shall devote such time and attention to the business of
Company as shall be
required to perform
the required services and duties.
Employee at all times during the employment term shall strictly adhere to and
obey all policies, rules and regulations established from time to
time governing
the conduct of employees of Company
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3. EXCLUSIVITY, NON-DISCLOSURE.
a.
DEVOTION TO COMPANY
BUSINESS. Employee agrees to perform Employee's
services efficiently
and to the best of
Employee's ability.
Employee agrees
throughout the term of
this Agreement to
devote her time,
energy and skill to
the business of the Company and to the promotion of the best interests of the
Company.
b.
TRADE SECRETS.
Employee agrees that
she shall not at any time, either
during or subsequent to her employment term, unless expressly consented to in
writing by Company,
either directly or indirectly use or disclose to any person
or entity any confidential information of any kind, nature or description
concerning any
matters affecting or relating to the business of Company,
including, but not
limited to, information concerning the customers of Company,
Company's marketing
methods, compensation paid to employees, independent
contractors or
suppliers and other
terms of their
employment or
contractual
relationships,
financial and
business records, know-how, or any other
information concerning
the business of Company, its manner of operations, or
other data of any kind, nature or description. Employee agrees that the above
information and items are important, material and confidential
trade secrets and
these affect the successful conduct of Company's business and its
goodwill.
c.
INVENTIONS
AND PATENTS. Employee agrees to disclose and to assign
immediately to the Company, or to any persons designated by
the Company, or at
the Company's option, any of the Company's successors or assigns,
all inventions
or improvements
which are or were
made, conceived
or reduced to
practice by
Employee, whether
acting independently or with others, during the course of
Employee's employment with the Company, and which (i) were made,
conceived of or
first reduced to
practice in the performance of any duties assigned to or
undertaken by the
Employee as an
employee of the
Company; or (ii) were
made,
conceived of or first reduced to practice with the use of the Company's time,
material, facilities or funds.
4. COMPENSATION.
a. SALARY. Subject to the
termination of this Agreement as provided herein,
Company shall compensate Employee for her services hereunder at an
annual salary
of $85,000 payable in
accordance
with the Company's practices, less normal
payroll deductions, and prorated for the actual employment
term.
b.
SALARY INCREASES;
ADDITIONAL COMPENSATION. Employee shall receive such
annual increases in salary and such additional compensation as may
be determined
by the Board of
Directors of the
Company in its sole
discretion. Such
salary
increases and/or
additional
compensation
shall be paid to Employee on the
anniversary date of this Agreement during the Employment Term, and
at such other
times as may be determined by the Board of Directors.
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5. EMPLOYEE
INCENTIVES. Employee
shall be entitled to receive incentives under
all incentive
plans made
available by Company or in the future to
similarly
situated employees,
subject to the terms, conditions and overall administration
of such plans,
including but not
limited to stock
options, bonuses, profit
sharing, and any other
incentive plans that the Company has made
available to
similarly situated employees.
6. EMPLOYEE BENEFITS.
a.
VACATION. Employee
shall be entitled,
during each employment
year, to
________ weeks vacation, per annum, non-cumulative. Employee may be absent from
her employment
for Vacation only at
such times as may be convenient to Company
and Employee.
b.
MEDICAL COVERAGE.
Company agrees to include Employee in the coverage of
its medical and dental insurance.
c.
PLAN PARTICIPATION.
Employee shall be
entitled to participate in or to
receive benefits under all of Company's employee benefit plans made
available by
Company or in the future to similarly situated employees,
subject to the
terms,
conditions and overall
administration of such plans, including but not limited
to 401(k) plans, IRA
plans, E.R.I.S.A
Plans, any other retirement or
benefit
plans that the Company has made available to similarly situated
employees.
7. BUSINESS
EXPENSES. Employee will be required to incur travel, meals,
entertainment and
other business
expenses on behalf of the Company in the
performance of Employee's duties hereunder. Company will reimburse Employee
for
all such reasonable
business expenses
incurred by Employee
in connection with
Company's
business upon
presentation
of receipts or other acceptable
documentation of the expenditures. In compensating Employee for expenses,
the
ordinary and usual business guidelines and documentation
requirements shall
be
adhered to by Company and Employee.
8. TERMINATION OF EMPLOYMENT.
a.
TERMINATION FOR CAUSE. Company may terminate this Agreement for
cause at
any time. For purposes of this Agreement, the term "cause" shall include,
but
not be limited
to, in the Company's reasonable but sole discretion, the
following: a material breach of or failure to perform any covenant
or obligation
in this Agreement,
disloyalty,
dishonesty, neglect of
duties,
unprofessional
conduct, acts of moral
turpitude,
disappearance,
felonious conduct, or fraud.
Company may terminate
this Agreement for cause by giving written notice of
termination specifying
the cause to Employee
without prejudice to any other
remedy to which Company may be entitled either at law, in equity,
or under this
Agreement. The notice
of termination required by this section shall specify the
ground for the termination and
