Exhibit 10.16
EMPLOYMENT AGREEMENT
This Employment Agreement (this
"Agreement") is effective as of October 1, 2006 (the "Effective
Date"), and is entered into by and between Envirokare Tech, Inc., a
Nevada corporation with offices at 641 Lexington Avenue, 14
th Floor, New York, New York 10017 (the "Company"), and
George E. Kazantzis, an independent contractor ("Contractor"),
residing at 209 East 56 Street, Apt. 5G, New York, New York 10022,
United States of America.
R E C I T A L S
WHEREAS, by entering into this
Agreement, the terms of Contractor's employment with the Company
shall be governed by the terms and conditions of this Agreement and
any prior agreement between Contractor and the Company or any of
the Company's affiliated entities relating to Contractor's
employment with the Company or any of its affiliated entities shall
be superseded by the terms of this Agreement except to the extent
set forth herein, provided however, that any compensation due the
Contractor for the period prior to this document shall be subject
to the terms of a separate agreement.
NOW, THEREFORE, in consideration
of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the
parties hereto, the parties hereto agree as follows:
A G R E E M E N T
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Employment. As of the Effective
Date, the Company hereby employs Contractor to serve in the
capacity of President and Chief Operating Officer of the Company
and Contractor hereby accepts such employment and agrees to perform
the services described herein in the manner and for the period and
upon the terms and conditions set forth in this Agreement. The
Company's Board of Directors (the "Board") may provide other
designations of title to the Contractor by the written mutual
consent of the Board of Directors and the Contractor.
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Position and Duties. Contractor
agrees to perform the duties and functions of President and Chief
Operating Officer to the best of his ability as assigned by the
Chairman of the Board of Directors. Contractor shall endeavor
through the devotion of his time, energy and attention to execute
his duties in a professional manner with competence and
integrity.
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Service with the Company. As
President and Chief Operating Officer, Contractor shall be in
charge of and principally responsible for the management,
supervision and operations of the business of the Company and shall
assist the Chairman of the Company in his monitoring of the
activities of LRM and the maintenance of good business relations
with Nova. Contractor's responsibilities shall include (a)
assisting in and conducting due diligence in connection with the
selection and designation of Envirokare Composite Corporation
("Composite")officers and directors; (b) the preparation of the
Company annual budget and the final review and decision making in
connection with any and all Company loans; (c) the preparation and
timely filing of all Securities and Exchange reports; and (d) the
providing of input for the Company's annual business plan and
assisting the Company Chairman in its submission for consideration
by the Board of Directors of the Company. Contractor shall serve as
a member of the Board of Directors of the Company and, if, as and
when requested by the Board of Directors to do so, shall also serve
as an officer or director of Composite and an employee of LRM. The
Company shall not relocate the place of Contractor's employment to
any location more than one hundred miles from his current home and
residence in New York City unless he shall otherwise agree, but he
shall from time to time travel within the United States and abroad
in connection with the business of the Company to the extent
required.
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Performance of Duties. Contractor
agrees to render his services hereunder faithfully and to the best
of his ability and to devote his full time, attention and efforts
to the Business. Contractor represents to the Company that on the
date of this Agreement he is not under and has no contractual or
other commitments that may be inconsistent or conflict with his
obligations as described in this Agreement, and that he will not
render or perform services for any other corporation, firm, entity
or person which are or may be deemed inconsistent or in conflict
with the provisions of this Agreement.
The term of this agreement shall be twenty four (24)
months.
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Employment Compensation And
Benefits.
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Base Salary. Contractor's initial
base salary shall be at the annual rate of One Hundred Sixty
Thousand Dollars ($160,000) per year for the term hereof (the "Base
Salary"), which shall be payable at least as frequently as
weekly and not subject to deductions and withholding
taxes. The Company, on the basis of Contractor's performance and
the Company's financial success and progress, shall review this
salary level at least annually. All deferred compensation and
interest is due and payable to the Contractor 24 months from the
date of this agreement or sooner subject to any termination
provisions herein. Deferred compensation will accrue interest at an
annual rate two percentage points (2%) above the prime lending rate
as published in the Wall Street Journal (compounded quarterly). The
relevant deferred amount and all interest so accrued thereon shall
be a secured general obligation of the Company, due and payable
according to the terms herein.
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Incentive Compensation. As
additional compensation to provide incentives for Contractor to
extend efforts which will assist in increasing the profits of the
Company, Contractor shall be eligible to receive incentive
compensation based on achieving individual and organizational
performance objectives in accordance with the terms and conditions
of the Company's management compensation plan as may be modified
from time to time.
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Expense Reimbursement. The Company
shall reimburse Contractor for all reasonable amounts actually
expended at the Contractor's discretion in the course of performing
his duties for the Company. Contractor will tender receipts or
written accounts describing the amounts and purpose of the expense
to the Company.
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Other Benefits. As an independent
contractor, no benefits other than those described herein are
offered to the contractor under this agreement. No dental, life
insurance, disability, pension or 401K benefits are offered
herein.
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Contractor shall during the term of
this Agreement be provided with the use of a cell phone, car
allowance in the amount of ($400.00) per month and such other
equipment and services as are reasonably necessary to perform his
duties. The Company shall reimburse Contractor for his current
medical insurance.
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Authority:
Contractor's authority including
without limitation his authority to bind Company to contracts,
instruments and expenditures of any kind and to dispose of or
encumber Company assets shall not be less than that specified or
incidental to the Company's By-Laws as presently in effect. Company
hereby authorizes Contractor with operating expense approval
authority for up to $50,000 per expense item and capital expense
approval authority for up to $25,000 per capital item.
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Insurance/Indemnification:
Company will maintain Directors and
Officers liability insurance for the benefit of Contractor,
throughout the term of this agreement, in amounts considered
prudent for publicly traded companies of like size and engaging in
similar businesses as the Company. Board of Directors agrees to
hold harmless the Contractor for any liabilities created or ensuing
from his conduct of business on the Company's behalf. Company will
provide contractor with written proof of insurance at the time of
execution of this agreement.
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Termination.
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At Will. The Company shall employ
Contractor at will, and either Contractor or the Company may
terminate Contractor's employment with the Company at any time and
for any reason, without "Cause" or "Reason" (as hereinafter
defined) by giving 60 days written notice and subject to the
obligations defined in Section 8 herein.
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The Company may at any time
immediately terminate the employment of the Contractor under this
agreement for "Cause" (as hereinafter defined), upon sixty (60)
days written notice. For purposes of this agreement, the term
"Cause" shall mean gross or willful misconduct leading to his being
convicted of a non-misdemeanor felony in a U.S. court of law.
"Cause" shall not include unsatisfactory performance of duties
except as provided above. The Contractor may at any time
immediately terminate his employment under this agreement for
"Reason" (as hereinafter defined) upon sixty (60) days written
notice. For purposes of this agreement the term "Reason" shall mean
(i) a material breach by the Company of any term of this agreement,
(ii) any event of bankruptcy or insolvency in respect of the
Company (iii) any reduction in Contractor's compensation or
position or the duties or authority of the Contractor to a level
less than customary to the office
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