Exhibit 10.23
EMPLOYMENT AGREEMENT
between
PEAK INTERNATIONAL, INC.
and
WAYNE MOORE
January 1, 2008
Peak International, Inc 3432 Greystone Drive, Suite 202, Austin, TX 78731 Tel: (512) 339-4684
Employment Agreement Wayne Moore
November 29, 2007
Page 1
THIS AGREEMENT is made this 1st day of January, 2008 between PEAK INTERNATIONAL, INC., a Texas, USA wholly owned subsidiary corporation of PEAK INTERNATIONAL LIMITED, a company incorporated in Bermuda, with its principal office at Unit E & F, 19/F, CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T., Hong Kong (the " Company" ); and Wayne Moore, residing at 81015 Golf View Drive, La Quinta, CA 92253, USA (the " Employee" ).
The parties agree as follows: 1. EMPLOYMENT
1.1. The Employee shall be employed by the Company as Vice President of Sales.
2. PAYMENT UPON TERMINATION OF EMPLOYMENT
2.1. The term (" Term" ) of this Agreement shall commence on January 1, 2008 and this Agreement shall remain in effect unless and until terminated in accordance with the terms herein. Without any cause, either party has the right to terminate this employment contract by giving 3 months' written notice or payment of 3 months' basic salary (the lump sum payment in clause 2.7) in lieu thereof.
2.2. The Employee shall be paid the monthly basic salary USD20,000.
2.3. The Company previously issued to the Employee stock options in respect of 125,000 ordinary shares in the Company under the Company' s stock option plan on September 10, 2007. This stock option grant will remain in effect assuming continued employment with the Company.
2.4. The Employee shall be entitled to fly business class on all air flights over five hours in length for travel on Company business during his employment with the Company (" Employment" ).
2.5. The Employee shall be responsible for and shall pay all applicable US Federal, state, FICA, medicare, other payroll related, income, sales, real estate, value added and other taxes and duties as applicable which are payable by the Employee, without any form of assistance or contribution from the Company.
2.6. The Employee shall be based in California, USA and shall be entitled to participate in all Company benefit plans in effect with Peak International, Inc. during the term of his employment with the Company or any other subsidiary of the Company if the Employee' s work location is changed at some future date.
2.7. Subject to clauses 2.9 and 4, the Employee shall be entitled to a lump-sum payment in an amount equal to the greater of (a) US$60,000 or (b) 3 months' basic salary at the rate in effect at the time of termination of the Employment, and any accrued but unused vacation pay (the " Termination Payment" ) within 15 days of receipt by the Company of the General Release in the form attached hereto as Appendix I and signed by the Employee; and all of the Employee' s stock options in the Company which would otherwise vest in the Employee within 18 months of
Employment Agreement Wayne Moore
November 29, 2007
Page 2
the date of termination of the Employment shall immediately vest in full in the Employee upon receipt of the General Release by the Company and be fully exercisable for a period of one year from the date of termination of the Employment. Important : Note however that the timing and release of any termination payment in connection with a General Release will accordingly be amended as necessary to comply with current and applicable legal requirements with regard to notice periods, rescission rights, ADEA matters, etc.
2.8. The Termination Payment shall be the full and final settlement of any rights, payments or benefits to which the Employee is entitled under this Agreement and any other agreement or arrangement pursuant to which he is employed by the Company or any of its subsidiaries or affiliates other than:
2.8.1. benefits pursuant to any life, disability, health, or other insurance policy or benefit plan provided by the Company to which the Employee was a beneficiary on the date of termination of the Employment; and
2.8.2. stock options issued to the Employee pursuant to any stock option plan of the Company; and 2.9. The Employee shall not be entitled to the Termination Payment when the Employment is terminated in any of the following circumstances (the Employee being entitled, in such circumstances, only to payment for accrued and unused vacation, any payments to which he/she is otherwise entitled pursuant to life, disability, health or other insurance plan, and to exercise any stock option to the extent otherwise vested and exercisable under the terms of such plan and stock option agreements):
2.9.1. the conviction of the Employee of a felony involving dishonesty;
2.9.2. termination of the Employment by the Company for Good Cause. " Good Cause" shall mean (i) the Employee' s conviction of or guilty plea to the commission of an act or acts constituting a felony under the laws of the United States or any state thereof, (ii) action by the Employee involving personal dishonesty (including without limitation any failure to declare or pay income taxes in any jurisdiction in which the Employee shall be obligated to report income taxes and/or to pay such taxes), theft or fraud in connection with the Employee' s duties as an officer of the Company, or (iii) a breach of any one or more material terms of this Agreement (including but not limited to the confidentiality and non-solicitation provisions contained herein.)
2.9.3. any material breach by the Employee of the terms (other than material terms) of this Agreement that the Employee has failed to cure within 10 days of receipt of written notice of such breach from the Company;
2.9.4. the death of the Employee;
2.9.5. the inability of the Employee due to ill health or physical or mental condition to perform his / her duties and responsibilities in the ordinary and usual manner required of a person in the Employee' s position for 90 days in any six -month period;
Employment Agreement Wayne Moore
November 29, 2007
Page 3
2.9.6. the resignation by the Employee, except if such resignation is the result of a reduction by the Company of the Employee' s basic salary to less than US$20,000 per month.
3. CHANGE IN CONTROL
3.1." Change in Control" of the Company means any transaction or series of transactions in which any of the following occurs: 3.1.1. the acquisition by any " person" (as such term is ...
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