This Employment Agreement (the "Agreement") is
made and entered into effective as of February 1, 2005, by and
between Boundless Motor Sports Racing, Inc., a Colorado corporation
("Employer"), and Brian Carter ("Employee").
WHEREAS, Employer desires to employ Employee as
provided herein, and Employee desires to accept such employment;
and
WHEREAS, Employee shall, as an employee of
Employer, have access to confidential information with respect to
Employer and its affiliates;
NOW THEREFORE, for and in consideration of the
mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Employment
. Employer hereby employs Employee, and Employee hereby accepts
employment with Employer, upon the terms and conditions hereinafter
set forth.
2. Duties .
Subject to the power of the Board of Directors of Employer (the
"Board") to elect and remove officers, Employee shall serve
Employer as Chief Financial Officer of Employer, and shall perform,
faithfully and diligently, the services and functions relating to
such office or otherwise reasonably incident to such office as may
be designated from time to time by the Chief Executive Officer of
Employer (the "CEO") or the Board. Employee shall report directly
to the CEO. Employee shall be based in Dallas, Texas, but shall
travel as required by his duties under this Agreement. Employer
acknowledges and agrees that Employee's previous employer
temporarily employs Employee, on a contract basis. Employer
acknowledges that Employee may devote approximately 20% of his time
to his duties as a contract employee for the previous employer.
However, Employee shall use his best efforts to terminate the
contract employment on or before June 30, 2005.
3- Term . Unless earlier
terminated pursuant to Section 6 below, the term of this Agreement
shall commence as of the date hereof, and shall end on February 1,
2008; provided, however, that the term shall automatically renew
for an additional one-year period at the end of the original
three-year term and any additional one-year term, unless either
party gives written notice to the other party, at least ninety (90)
days prior to the end of the applicable term, of such party's
termination of this Agreement at the end of the applicable term. As
used herein, "Term" shall mean the original term and any additional
renewal term(s).
4. Compensation . As
compensation for services rendered under this Agreement, during the
Term Employee shall be entitled to receive the compensation as
provided in Exhibit A attached hereto. In addition, Employer
shall reimburse Employee for all reasonable and necessary
out-of-pocket travel and other expenses incurred by Employee in
rendering services required under this Agreement, in accordance
with Employer's then current reimbursement policy.
(a) Acknowledgment
of Proprietary Interest . Employee recognizes the proprietary
interest of Employer and its affiliates in any Trade Secrets (as
hereinafter defined) of Employer and its affiliates. Employee
acknowledges and agrees that any and all Trade Secrets currently
known by Employee or learned by Employee during the course of his
engagement by Employer or otherwise, whether developed by Employee
alone or in conjunction with others or otherwise, shall be and is
the property of Employer and its affiliates. Employee further
acknowledges and understands that his disclosure of any Trade
Secrets will result in irreparable injury and damage to Employer
and its affiliates. As used herein, "Trade Secrets" means all
confidential and proprietary information of Employer and its
affiliates, now owned or hereafter acquired, including, without
limitation, information derived from reports, investigations,
experiments, research, work in progress, drawings, designs, plans,
proposals, codes, marketing and sales programs, client lists,
client mailing lists, financial projections, cost summaries,
pricing formula, and all other concepts, ideas, materials, or
information prepared or performed for or by Employer or its
affiliates and information related to the business, products or
sales of Employer or its affiliates, or any of their respective
customers, other than information which is otherwise publicly
available.
(b) Covenant
Not-to-Divulge Trade Secrets . Employee acknowledges and agrees
that Employer and its affiliates are entitled to prevent the
disclosure of Trade Secrets. As a portion of the consideration for
the employment of Employee and for the compensation being paid to
Employee by Employer, Employee agrees at all times during the Term
and thereafter to hold in strict confidence and not to disclose or
allow to be disclosed to any person, firm or corporation, other
than to persons engaged by Employer and its affiliates to further
the business of Employer and its affiliates, and not to use except
in the pursuit of the business of Employer and its affiliates, the
Trade Secrets, without the prior written consent of Employer,
including Trade Secrets developed by Employee.
(c) Return of
Materials at Termination . In the event of any termination or
cessation of his employment with Employer for any reason
whatsoever, Employee will promptly deliver to Employer all
documents, data and other information pertaining to Trade Secrets.
Employee shall not retain any documents or other information, or
any reproduction or excerpt thereof, containing or pertaining to
any Trade Secrets.
(d) Competition
Purine: Employment . Employee agrees that during the Term,
neither he, nor any of his affiliates, will directly or indirectly:
(i) compete with Employer or its affiliates in the dirt track
racing, promotion and/or sanctioning businesses (the "Business");
or (ii) act as an officer, director, employee, consultant,
shareholder, equityholder, advisor or agent of any person or entity
which is in competition with Employer; provided, however, that this
Section 5(d) shall not prohibit Employee or any of his affiliates
from purchasing or holding an aggregate equity interest of up to 1%
in any publicly-traded company which is in competition with
Employer. Furthermore, Employee agrees that during the Term, he
will undertake no planning for the organization of any business
activity competitive with the Business, and Employee will not
combine or conspire with any other employees of Employer and its
affiliates for the purpose of the organization of any such
competitive business activity.
(e) Competition Following
Employment . Employee agrees that for a period of one-year
after the termination or cessation of his employment for Employer
for any reason whatsoever, neither he, nor any of his affiliates,
will directly or indirectly: (i) compete with Employer or its
affiliates in the Business; (ii) act as an officer, director,
employee, consultant, equityholder, lender, advisor or agent of any
person or entity which is in competition with Employer; or (iii)
undertake or plan for the organization of any business activity in
competition with Employer, and Employee will not combine or
conspire with any other employees of Employer or its affiliates for
the purpose of the organization of any such competitive business
activity; provided, however, that this Section 5(e) shall not
prohibit Employee or any of his affiliates from purchasing or
holding an aggregate equity interest of up to 1% in any
publicly-traded company which is in competition with
Employer.
