textech_sb2-ex1013.htm


    EXHIBIT
      10.13

     

    TEXTECHNOLOGIES,
      INC.


    EMPLOYMENT
      AGREEMENT


    


    This
      EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of March 1st, 2006, by and
      between David E. Price and Textechnologies, Inc. a publicly traded
      company.

     

    IT
      IS
      AGREED: 

    


    1.    Employment
      Term-
      TEXTECHNOLOGIES, INC. hereby hires and retains DAVID E. PRICE General Counsel
      of
      TEXTECHNOLOGIES, INC. for an initial one year term commencing March
      1st,
      2006,
      and to and including February 28th,
      2007.
      (“Initial Term”). This Agreement shall automatically renew for additional
      one-year terms (each such term to be referred to herein as an “Additional Term”)
      upon conclusion of the Initial Term and shall automatically renew thereafter
      for
      subsequent Additional Terms until otherwise terminated or not renewed by either
      TEXTECHNOLOGIES, INC. or DAVID E. PRICE, as herein provided. 

    


    2.    Duties
      and
      Responsibilities-
      DAVID
      E. PRICE shall perform the duties and responsibilities of General Counsel in
      accordance with TEXTECHNOLOGIES, INC. ’s Bylaws, rules and regulations. DAVID E.
      PRICE shall perform such other duties and services as may be entrusted to DAVID
      E. PRICE by TEXTECHNOLOGIES, INC. in accordance with its Bylaws and consistent
      with the terms of this Agreement. During the term of this Agreement, DAVID
      E.
      PRICE shall be the official Secretary of TEXTECHNOLOGIES, INC., and DAVID E.
      PRICE shall report and be responsible to the executive Director Peter Maddocks.
      

     

    2.1    Have
      full and
      exclusive authority to hire, compensate and terminate TEXTECHNOLOGIES, INC.
      staff within the framework of the approved budget. 

    


    3.    Compensation

     

    3.1    Amount-
      DAVID
      E. PRICE shall be paid a monthly salary of $6,500.00, which amount can and
      shall
      increase from time to time as the Director deems meritable. 

     

    3.2    Payments-
      Such
      compensation payments shall be each month on the first day thereof.



    


    4.    Other
      Activities-
      DAVID
      E. PRICE during the term of this Agreement , except as otherwise agreed directed
      by the Director, may provide services for, work with or accept or receive any
      payment, compensation or consideration from any other organization, firm,
      society, person, corporation, or otherwise, for services to be performed or
      performed by DAVID E. PRICE. However, said outside activities shall not
      interfere with DAVID E. PRICE’s ability to perform his responsibilities under
      this Agreement. In all such cases, DAVID E. PRICE shall inform the Director
      of
      such activities. 

    


    5.    Expense
      Reimbursement

     

    5.1    In
      General-
      TEXTECHNOLOGIES, INC. shall pay or reimburse DAVID E. PRICE for all reasonable
      expenses incurred by DAVID E. PRICE in the performance of his duties under
      this
      Agreement, and in accordance with the policies of and budget approved by
      TEXTECHNOLOGIES, INC. , which expenses shall be subject to the approval of
      the
      Director.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.    Nondisclosure
      of
      Confidential Information-
      DAVID
      E. PRICE shall not, during the term of this Agreement, or at any time
      thereafter, impart to anyone any confidential information which DAVID E. PRICE
      may acquire in the performance of his duties under this Agreement, except as
      permitted by TEXTECHNOLOGIES, INC. or under compulsion of law. 

    


    7.    Indemnification-
      TEXTECHNOLOGIES, INC. shall indemnify, defend and hold and save DAVID E. PRICE,
      his heirs, administrators or executors, and each of them, (DAVID E. PRICE’s
      Designees) harmless from any and all actions and causes of action, claims,
      demands, liabilities, losses, damages or expenses, of whatsoever kind and
      nature, including judgments, interest and attorney’s fees and all other
      reasonable costs, expenses and charges which DAVID E. PRICE or DAVID E. PRICE’s
      Designees shall or may at any time or from time to time, subsequent to the
      date
      of the employment of DAVID E. PRICE by TEXTECHNOLOGIES, INC. , sustain or incur,
      or become subject to by reason of any claim or claims against DAVID E. PRICE
      for
      any reason resulting from DAVID E. PRICE carrying out the terms and conditions
      of this Agreement, except for gross negligence, willful misconduct or criminal
      acts or omissions on the part of DAVID E. PRICE, and provided further that
      DAVID
      E. PRICE promptly notifies TEXTECHNOLOGIES, INC. of adverse claims or threatened
      or actual lawsuits. DAVID E. PRICE shall cooperate in good faith with
      TEXTECHNOLOGIES, INC. , its attorneys and agents in such case to the extent
      possible. TEXTECHNOLOGIES, INC. reserves the right to select legal counsel
      and
      to settle or otherwise dispose of any such claims as it may decide.


    


    8.    Effects
      of
      Agreement-
      This
      Agreement shall be binding upon the parties and their respective heirs,
      executors, administrators, successors and assigns. DAVID E. PRICE shall not
      assign any part of his rights under this Agreement under any circumstances
      This
      Agreement shall continue in force and become an obligation of TEXTECHNOLOGIES,
      Inc.’s successor. 

    


    9.    Amendment
      and
      Termination

     

    9.1    Mutual
      Agreement - This Agreement may be altered, amended or terminated at any time
      by
      the mutual written agreement signed by DAVID E. PRICE and the
      Director.

     

    9.2    Termination
      -
      This Agreement shall terminate upon the occurrence of any of the following,
      with
      written notice of one party to the other. 

     

     9.2.1    The
      30th day
      after the sending of a written notice of an intention to terminate by
      TEXTECHNOLOGIES, INC. to DAVID E. PRICE; 

     

     9.2.2    Nonrenewal
      of
      this Agreement. Notice must be sent at one month prior to the expiration of
      the
      Initial Term or any Additional Term, as applicable. 

     

     9.2.3    The
      bankruptcy or dissolution of TEXTECHNOLOGIES, INC. 

     

     9.2.4    The
      death of
      DAVID E. PRICE.

     

    
      
        
        

      

      
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     9.2.5    The
      absence
      of DAVID E. PRICE by reason of physical or mental illness or other incapacity
      or
      inability of DAVID E. PRICE to perform his duties and obligations under this
      Agreement for more than thirty (30) consecutive calendar days and upon seven
      (7)
      days’ prior written notification by TEXTECHNOLOGIES, INC. to DAVID E. PRICE of
      an intent to terminate because of such absence or inability.

     

    9.2.6    The
      material
      breach of this Agreement, or the grossly negligent or willful nonperformance
      by
      DAVID E. PRICE of his obligations under this Agreement or the commission of
      dishonest, fraudulent or criminal acts on the part of DAVID E. PRICE.


     

    9.2.7    Termination
      by DAVID E.
      PRICE-
      DAVID
      E. PRICE may terminate his employment for the reasons set forth below, by giving
      written notice of such termination to TEXTECHNOLOGIES, INC. at least thirty
      (30)
      days in advance of the termination date stated in such notice. Additionally,
      in
      the event DAVID E. PRICE decides not to renew this Agreement, she shall provide
      written notice to TEXTECHNOLOGIES, INC. of his intention not to renew at least
      thirty (30) days prior to the expiration of the Initial Term or any Additional
      Term, as applicable.

     

    9.2.8    TEXTECHNOLOGIES,
      INC
      may terminate DAVID E. PRICE’s employment for any reason whatsoever. In the
      event of a termination by DAVID E. PRICE without Good Reason (as defined below),
      or in the event DAVID E. PRICE decides not to renew this Agreement:


     

    a.    DAVID
      E.
      PRICE shall continue his work for TEXTECHNOLOGIES, INC. during the thirty (30)
      day notice period, unless otherwise requested by TEXTECHNOLOGIES,
      INC.

     

    DAVID
      E.
      PRICE shall assist TEXTECHNOLOGIES, INC. in securing and training his successor,
      as requested by TEXTECHNOLOGIES, INC. , during such period. In order to make
      the
      transition to a new General Counsel and the operation of TEXTECHNOLOGIES, INC
      to
      continue as smoothly as possible and without interruption, simultaneous with
      his
      thirty (30) day notice, DAVID E. PRICE shall submit a written exit/transition
      strategy plan. The plan shall include recommendations and timetable for
      assisting TEXTECHNOLOGIES, INC. in selecting a successor and for facilitating
      the transition to a new David E. Price Vice President. DAVID E. PRICE shall
      continue to perform the duties and responsibilities of David E. Price Vice
      President during the thirty (30) day notice period, and shall cooperate as
      may
      be otherwise requested by TEXTECHNOLOGIES, INC. . TEXTECHNOLOGIES, INC. shall
      pay DAVID E. PRICE any salary for the period worked; and 

     

    b.    DAVID
      E.
      PRICE shall receive no termination compensation. 

     

    13.3.2    
      Termination of DAVID E. PRICE’s employment for “Good Reason” shall mean a
      termination based on the occurrence, without DAVID E. PRICE’s express prior
      written consent, of any of the following events:

     

    a.    Any
      reduction
      by TEXTECHNOLOGIES, INC. in DAVID E. PRICE’s salary; 

     

    b.    The
      assignment to DAVID E. PRICE of any duties inconsistent with his positions,
      duties, responsibilities and status with TEXTECHNOLOGIES, INC., or any material
      change in DAVID E. PRICE’s reporting responsibilities, titles or offices;


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    c.    A
      requirement
      to relocate, except for office relocations that would not increase DAVID E.
      PRICE’s one-way commute distance by more than fifty (50) miles from the most
      recent principal residence selected by DAVID E. PRICE prior to notice of
      relocation and except for required travel on TEXTECHNOLOGIES, INC.
      business;

     

    d.    The
      failure
      by TEXTECHNOLOGIES, INC. to cure any material breach by TEXTECHNOLOGIES, INC.
      of
      any provision of this Agreement within thirty (30) days after receipt of written
      notice from DAVID E. PRICE of the breach;

     

    e.    The
      failure
      by TEXTECHNOLOGIES, INC. to obtain the assumption of this Agreement by any
      successor or assign of TEXTECHNOLOGIES, INC. ; or

     

    f.    Any
      purported
      termination of DAVID E. PRICE’s employment which is not effected pursuant to
      Section 13.2. 

     

    10.   Other
      Provisions

     

    10.1    Joint
      Effect of
      Agreement-
      Nothing
      in this Agreement shall be deemed to create a partnership or agency relationship
      between TEXTECHNOLOGIES, INC. and DAVID E. PRICE to make DAVID E. PRICE jointly
      liable with TEXTECHNOLOGIES, INC. for any obligation arising out of the
      activities and services contemplated by this Agreement. 

     

    10.2    Section
      Headings-
      Section
      headings and numbers have been inserted for convenience of reference only,
      and
      if these shall be any conflict between any such headings or numbers and the
      text
      of this Agreement, the text shall control. 

     

    10.3    Counterparts-
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      considered an original, and all of which taken together shall be considered
      one
      and the same instrument. 

     

    10.4    Waiver-
      Waiver
      by either party of any term or condition of this Agreement or any breach shall
      not constitute a waiver of any other term or condition or breach of this
      Agreement.

     

    10.5    Bond-
      TEXTECHNOLOGIES, INC. may, at its option and expense, obtain a faithful
      performance and fidelity bond on DAVID E. PRICE.

     

    10.6    Execution
      and Applicable
      Law-
      This
      Agreement shall be governed in accordance with the laws of the State of Maryland
      in every respect. Any action or claim arising out of this Agreement must be
      brought in a court located in the state of Maryland, USA. 

     

    10.7    Notices-
      Any
      notice or communication permitted or required by this Agreement shall be in
      writing and shall become effective upon delivery or personal service or two
      days
      after the mailing thereof by certified mail, return receipt requested, postage
      prepaid addressed: 

     

    10.7.1    If
      to
      TEXTECHNOLOGIES, INC. to : 

    


     
      Peter Maddocks, Dir.

     
31-32
      Ely
      Place

     
London,
      EC1N
      6TD

     
UK

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10.7.2    If
      to DAVID
      E. PRICE, to:

     

     
      13520 Oriental St

     
      Rockville, Md 20853

     
      USA

    


     

    11.    Arbitration

     

    11.1    All
      disputes
      arising out of or concerning the validity, interpretation or application of
      this
      Agreement, including without being limited to any claims that the application
      of
      this Agreement or the termination of the employment relationship established
      by
      this Agreement violates any federal, state, or local law, regulation, or
      ordinance, shall be resolved timely and exclusively by final and binding
      arbitration. Said Arbitration can take place anywhere within 20 miles of
      Washington, DC. An arbitrator shall be chosen from a list of several, with
      agreement between the parties on the final choice. The arbitration opinion
      and
      award shall be final and binding on TEXTECHNOLOGIES, INC. and DAVID E. PRICE
      and
      shall be enforceable by any court sitting within any jurisdiction, within or
      without the United States. TEXTECHNOLOGIES, INC. and DAVID E. PRICE shall share
      equally all costs of arbitration excepting their own attorney’s fees unless and
      to the extent ordered by the arbitrator(s) to pay the attorneys’ fees of the
      prevailing party. 

     

    11.2    The
      Parties
      recognize that this Section means that certain claims will be reviewed and
      decided only before an impartial arbitrator or panel of arbitrators instead
      of
      before a court of law and/or a jury, but desire the many benefits of the
      arbitration process over court proceedings, including speed of resolution,
      lower
      costs and fees, and more flexible rules of evidence. The arbitrator or
      arbitrators duly selected shall have the same power and authority to order
      any
      remedy for violation of a statute, regulation, or ordinance as a court would
      have; and shall have the same power to order discovery as a federal district
      court has under the Federal Rule of Civil Procedure. 

     

    11.3    These
      Sections 14.8 are intended by TEXTECHNOLOGIES, INC. and DAVID E. PRICE to be
      enforceable under the Federal Arbitration Act

    


    12.    Entire
      Agreement
-
      This
      Agreement contains all of the terms agreed upon by the parties with respect
      to
      the subject matter of this Agreement and supersedes all prior agreements,
      arrangements and communications between the parties concerning such subject
      matter, whether oral or written. 

     

    13.    Legal
      Fees.
      All
      reasonable legal fees paid or incurred by DAVID E. PRICE pursuant to any dispute
      or question of interpretation relating to this Agreement shall be paid or
      reimbursed by TEXTECHNOLOGIES, INC. if DAVID E. PRICE is successful on the
      merits pursuant to a legal judgment, arbitration or settlement. 

     

    14.    Survival
      of
      Terms.
      Sections 10 and 11 of this Agreement shall survive the expiration or termination
      of this Agreement.

     

    
      
        
        

      

      
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    IN
      WITNESS WHISEOF, the parties to this Agreement have signed it on the day and
      date first written above. 

     

    
      	/s/
              Peter
              Maddocks                                        	
              

              __________________________

            
	
              Peter
                Maddocks, on
                behalf
                of

              Textechnologies,
                Inc.

            	
              David E. Price,
                Esq.

            


    

     

     

     

     

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