Sample Business Contracts

Employment Agreement - Coyote Sports Inc. and John P. McNeill

Employment Forms

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                             EMPLOYMENT AGREEMENT

     This Agreement is effective the 1st day of March, 1998 by and between
COYOTE SPORTS, INC., a Nevada corporation, with its principal offices located at
2291 Arapahoe Avenue, Boulder, Colorado 80302 (hereinafter the "Company") and
JOHN P. McNeill residing at 6949 Camino Revueltos, San Diego, CA 92111
(hereinafter the "Officer").

     The Company designs, engineers, manufactures, markets and distributes brand
name sports and recreational products worldwide  (the "Business").  The Company
desires to secure and retain the services of Officer and such services are
considered by the Company to be valuable with regard to the Business.  The
Company, through its Board of Directors, agrees to employ the Officer in the
office of Chief Financial Officer of the Company for the Term, and Officer
agrees to accept such employment and office upon the terms and conditions set
forth herein.

1.   Term. Subject to the provisions for renewal and termination as hereinafter
     provided, the term of this Agreement shall commence on January 1, 1998  and
     terminate on December 31, 1999.  This Agreement will be renewed
     automatically, upon the same terms and conditions, for successive periods
     of one year each, until either party at least sixty days prior to the
     expiration of the original  term or any extended term, shall give written
     notice to the other of its intention not to renew such employment.  Officer
     shall remain an employee during the sixty day notice period.  Any election
     not to renew or to terminate by the Company shall be effected by a duly
     adopted resolution of the Company's Board of Directors.  Unless otherwise
     stated, any notice of nonrenewal shall be treated as a termination without
     cause. The obligations of the Officer under Sections 9 and 10 shall survive
     termination or expiration of this Agreement.  The obligations of the
     Company under the Agreement that by their terms are to be paid or to
     continue after termination of the Agreement, shall also survive such
     termination or expiration.

2.   Duties.  The Company agrees to employ the Officer as Chief Financial
     Officer of the Company. The responsibilities of the Officer shall be as
     directed by the Company's President.  The Officer shall report to the

3.   Outside Commitments.   The Officer shall not be constrained from
     continuation of limited outside business commitments so long as such
     commitments do not interfere or conflict with the performance of his duties
     as Chief Financial Officer of the Company.  Any outside business activities
     which involve remuneration to the Officer, shall require the prior approval
     of the Board of Directors.  Such approval shall not be unreasonably
     withheld so long as the outside commitment does not conflict with the
     Officer's responsibilities to the Company.

4.   Compensation.  For all services rendered by the Officer under this
     Agreement,  the Company shall pay to the Officer base cash compensation of
     $6,250.00 per month through June 30, 1998, and $8,000 per month for the
     next six (6) months.  Beyond December 31, 1998, compensation is subject to
     such increases as may be granted from time to time by the Board 
     of Directors, but in no event shall such increase be less than the average
     percentage increase granted to the top ten salaried employees of the
     Company, unless mutually agreed upon by Officer and the Company. The
     Officer shall be entitled to a bonus scheme and stock options based upon
     meeting agreed upon objectives determined by the Board of Directors. The
     Company will provide term life insurance of $400,000 payable to a
     beneficiary of the Officer's choice, provided that Officer passes the
     physical examination required for said insurance and the annual premium
     cost for said insurance is less than $1,000. The Officer will be eligible
     for participation, according to the eligibility requirements of the plans,
     for participation in all other employee benefit programs including, but not
     limited to, medical, dental, workers compensation and disability insurance,
     as well as any 401(k) plan and existing or future pension or other employee
     benefits. Any additional benefits desired by the Officer may be, at the
     Officer's discretion, deducted from the base compensation in lieu of
     payment by the Officer thereof.

5.   Expenses.  The Officer shall be entitled to reimbursement for all
     reasonable expenses including travel, entertainment and similar items which
     may be incurred in connection with performance of his duties. Expenses
     incurred by the Officer pursuant to this section will be reimbursed by the
     Company upon presentation by the Officer from time to time of an itemized
     account of such expenditures in a form reasonably acceptable to the
     Company's President. The Board of Directors has the right to review these
     expenses at any time.

6.   Working Facilities.  The Officer shall be furnished with all such
     facilities and services suitable to his position and adequate for the
     performance of his duties.

7.   Vacation.  The Officer shall be entitled each year to a vacation of four
     (4) weeks (20 days) per year, during which time his compensation will be
     paid in full. Unused vacation may not be carried over.

8.   Termination.

     a)   The Company may terminate this Agreement for cause at any time on 30
          days written notice to the other party thereof. In any termination for
          cause by the Company, "cause" shall mean: (i) gross misconduct, such
          as, but not limited to dishonesty, theft or embezzlement with regard
          to material property of the Company; (ii) excessive unauthorized
          absenteeism, after written notification from the Board of Directors of
          such absenteeism, and the Officer's failure to cure the problem; (iii)
          any of the following acts which have a material, negative impact on
          the financial condition of the Company: (a) actual fraud or other
          material acts of dishonesty in conducting the Company's business or in
          the fulfillment by the Officer or his assigned responsibilities; (b)
          the destruction of any material amount of the Company's property
          willfully or through the Officer's gross neglect; (c) the unauthorized
          willful disclosure of any Proprietary Information of the Company to
          any person, business or entity in violation of this Agreement or (d) a
          violation of internal controls or procedures. If the Officer is
          terminated for cause as defined in this section, all

          benefits and entitlements provided under this Agreement, including but
          not limited to, the vesting of options and payment of compensation,
          shall terminate as of the date of notification of termination for

     b)   In the event of a change in control of the Company, regardless of
          whether such control has received the endorsement or recommendation of
          the Board of Directors of the Company, the Officer shall be paid
          compensation as set forth in Exhibit B - Change in Control Agreement.

     c)   If the Company terminates the Officer without cause, the Officer shall
          receive 6 months salary. Stock options will continue to vest as they
          normally would throughout the term of this Agreement, however, after
          three months, any options not exercised will be non-qualified options.
          The Officer shall have the option of selecting regular biweekly
          payments or a net present value lump sum payment discounted by the
          Prime Rate as published in the Wall Street Journal within 30 days of
          the notice of termination without cause.

9.   Noncompetition Agreement. Officer acknowledges that the Company has trade
     secrets and confidential information that, as Chief Financial Officer, he
     will have access to all such trade secrets and confidential information.
     Therefore, in consideration for the severance benefits set forth above, the
     Officer agrees that for a period of the greater of (i) nine months
     subsequent to the Termination Date or (ii) the severance pay period
     provided for in Section 8c), the Officer will not, directly or indirectly:

     a)   Call upon any person or entity which was a customer of the Company
          immediately prior to the Termination Date for the purpose of
          diverting, taking away business of, or selling products or services
          competitive with significant products or services provided by the
          Company on the Termination Date.

     b)   Alone or in any capacity solicit or in any manner to solicit or induce
          any persons or persons employed by the Company within one year prior
          to the Termination Date to leave such employment.

     c)   Within the United States of America, either as an employee, employer,
          consultant, agent, principal, partner, more that 5% shareholders,
          corporate officer, director, or in any other individual or
          representative capacity, engage or participate in any  business that
          designs, engineers, manufactures, markets or distributes sports and
          recreational products, or that is in competition in any significant
          manner with any Material Business conducted by the Company subsequent
          to the date of this Agreement and in which the Company is involved on
          the Termination Date.  Material Business shall be defined as that
          business which comprises in excess of 10% of the Company's revenue for
          the prior 12-month period.

10.  Nondisclosure of Proprietary Information.  In view of the fact that
     Officer's employment by the Company will bring him into contact with
     certain confidential matters of the Company, its customers and suppliers,
     including, without limitation, matters of a technical nature (such as
     information about costs, profits, markets, price lists, sales, data files,
     mailing lists and lists of customers) and any other information of a
     similar nature to the extent not available to the public (the "Confidential
     Matters"), Officer agrees not to disclose, either during his employment or
     for a period of three years thereafter, any Confidential Matters of the
     Company, whether or not developed, to any person except with the Company's
     prior written consent and then only after such person has signed an
     agreement similar to this Agreement, or an agreement approved by the
     Company prior to such disclosure.  In the event that the Board of Directors
     determines that the Officer possesses a significant Confidential Matter in
     the nature of a trade secret or other proprietary information that will not
     be in the public domain at the end of the three year period, upon written
     notification from the Board of Directors prior to the end of the three year
     period, the Officer agrees to keep that matter confidential indefinitely.
     In the event Officer has some question as to whether or not certain
     information is covered by this paragraph, Officer shall treat the
     information as within this paragraph until told otherwise by the Company,
     in writing.  Officer further agrees to deliver to the Company, on the date
     of termination of his employment, for whatever reason, all memoranda,
     notes, records, reports, manuals, drawings, sketches, blueprints,
     bulletins, writings, proposals, notebooks, manuals and other documents
     containing confidential information of the Company, including all copies or
     summaries thereof, which Officer may possess or have in his control.

     It is agreed that Officer's services to the Company and his knowledge of
     the Company's activities are unique in that any breach or threatened breach
     by Officer of this Section cannot be remedied solely by damages.
     Accordingly, the breach of, or threatened breach by, Officer of the
     provisions of this Section shall allow the Company to seek injunctive
     relief restraining the Officer and any business, firm, partnership, or
     corporation from participating in such breach or anticipated breach, or
     engaging in any activity which shall constitute a breach of the provisions
     of this Section.  The Company shall also have the right to bring an action
     to obtain monetary damages to which it may be entitled from Officer or any
     party who is involved in the use or dissemination of such confidential

11.  Notices.  All notices and other communications hereunder shall be in
     writing and shall be deemed to have been duly given or delivered if (i)
     delivered personally; (ii) mailed by certified mail, return receipt
     requested, with property postage prepaid; or (iii) delivered by recognized
     courier contracting for same day or next day delivery with signed receipt
     acknowledgment to the Company or the Officer.

     If to the Company:    Jim Probst, President
                           Coyote Sports, Inc.
                           2291 Arapahoe Avenue
                           Boulder, CO 80302

     With a copy to:     Laurie P. Glasscock,  Esq.
                         Chrisman, Bynum & Johnson, P.C.
                         1900 Fifteenth Street
                         Boulder, CO 80302

     If to the Officer:  John P. McNeill
                         6949 Camino Reveultos
                         San Diego, CA 92111

or at such other address as either party may specify from time to time in
writing to the other.

12.  Assignment of  Inventions.  The Officer agrees to assign patent rights
     developed during the term of this Agreement to the Company.

13.  Arbitration.  Except as provided below, any and all disputes arising under
     or related to this Agreement which cannot be resolved through negotiations
     between the parties shall be submitted to binding arbitration.  If the
     parties fail to reach a settlement of their dispute within fifteen (15)
     days after the earliest date upon which one of the parties notified the
     other(s) of its desire to attempt to resolve the dispute, then the dispute
     shall be promptly submitted to arbitration by a single arbitrator..  The
     arbiter shall be selected by the parties based on his or her expertise in
     the subject matter(s) of the dispute.  The decision of the arbitrator shall
     be final, nonappealable and binding upon the parties, and it may be entered
     in any court of competent jurisdiction.  The arbitration shall take place
     in Boulder, Colorado.  The arbitrator shall be bound by the laws of the
     State of Colorado applicable to the issues involved in the arbitration and
     all Colorado rules relating to the admissibility of evidence, including,
     without limitation, all relevant privileges and the attorney work product
     doctrine.  All discovery shall be completed in accordance with the time
     limitations prescribed in the Colorado rules of civil procedure, unless
     otherwise agreed by the parties or ordered by the arbitrator on the basis
     of strict necessity adequately demonstrated by the party requesting an
     extension of time.  The arbitrator shall have the power to grant equitable
     relief where applicable under Colorado law.  The arbitrator shall issue a
     written opinion setting forth his or her decision and the reasons therefor
     within thirty (30) days after the arbitration proceeding is concluded.  The
     obligation of the parties to submit any dispute arising under or related to
     this Agreement to arbitration as provided in this Section shall survive the
     expiration or earlier termination of this Agreement.  Notwithstanding the
     foregoing, either party may seek and obtain an injunction or other
     appropriate relief from a court to preserve or protect trademarks, trade
     names, copyrights, patents, trade secrets or other intellectual property or
     confidential information or to preserve the status quo with respect to any
     matter pending conclusion of the arbitration proceeding, but no such
     application to a court shall in any way be permitted to stay or otherwise
     impede the progress of the arbitration proceeding.

     In the event of any arbitration or litigation being filed or instituted
     between the parties concerning this Agreement, the prevailing party will be
     entitled to receive from the other 

     party or parties its attorneys' fees, witness fees, costs and expenses,
     court costs and other reasonable expenses, whether or not such controversy,
     claim or action is prosecuted to judgment or other form of relief.

14.  General Provisions.  This Agreement shall be governed by and construed
     under the laws of the state of Colorado, giving effect to its conflict of
     law principles.  The terms of this Agreement shall be binding upon and
     inure to the benefit of the Company and its successors and assigns.
     Neither party may assign his or its obligations under this Agreement to any
     other party.

15.  Severability.  If any provision of this Agreement is held to be invalid or
     unenforceable by any court of competent jurisdiction, such holdings shall
     not affect the enforceability of any other provision of this Agreement, and
     all other provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

The Officer:                  The Company:

                              COYOTE SPORTS, INC.

/s/ John P. McNeill           By: /s/ Jim Probst
------------------------         ------------------------------------
John P. McNeill                  Jim Probst, President