**Exhibit 10.21**

 

EMPLOYMENT AGREEMENT

 

This Employment At-Will agreement, by andbetween National RV Holdings, Inc. (National RV) and Thomas Martini (Employee),entered into this 11 day of May, 2005, by which the parties agree as follows:

 

RECITALS

 

1                                          NationalRV is a California corporation that is engaged in the business of ManufacturingRecreational Vehicles. National RV is located in Perris, California andLakeland, Florida.

 

2                                          NationalRV desires to employ Employee as its Chief Financial Officer upon the terms andconditions hereinafter set forth and Employee desires to accept such employmentupon the terms set forth herein.

 

EMPLOYMENT COMPENSATION, TERMSAND BENEFITS

 

Therefore, in consideration of the mutualpromises contained herein, the parties hereby agree as follows:

 

I.                                         Employee’scompensation agreement with National RV will be effective at the start ofpromotion, which is 5-11-05. II. Employee will perform such duties as may be assignedorally or in writing by the Chief Executive Officer. While performing theduties assigned, Employee shall:

 

A.                                   faithfullyserve National RV to the best of power, skills and ability;

 

B.                                     performduties and obligations as set forth in this Agreement in accordance with thehighest standards;

 

C.                                     atall times behave and conduct in such a manner as will enhance National RV’sreputation, and;

 

D.                                    atall times provide National RV with all information required by National RV inconnection with its business.

 

E.                                      not,directly or indirectly, either as an employee, employer, consultant, agent,principal, partner, stockholder, corporate officer, director, or in any other individualor representative capacity, perform services for any other individual or businessfor compensation, or engage in any other business or outside activity that wouldinterfere with the performance of his duties as described above without thewritten permission of National RV.

 

III.                                 Employeecompensation is as follows:

 

A.                                   Employeewill be afforded a weekly salary of (salary exempt status) $3,846.16 (three thousandeight hundred forty six and sixteen) for a total of $200,000 (two hundredthousand dollars) annually. Employee will also be afforded participation inNational RV’s quarter profit based incentive plan as per Company incentiveguidelines.

 

B.                                     Employeewill be entitled to participate in the Company stock option plan in accordancewith National RV’s stock option policy.

 

Should Employee’s employment terminate priorto the end of pay period then the weekly amount will be pro-rated according tothe day of termination.

 

IV.                                 Termsof Employment:

 

A.                                   Employeespecifically agrees and understands that employment with National RV isEmployment At-Will. Employee has the right to terminate

 

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their employment with National RV at anytime, for any reason or no reason, with or without prior notice and further,that National RV has the same right to terminate Employee’s employment at anytime, for any reason or no reason, with or without prior notice. No otherperson other than the president may change this At-Will employment relationshipand such a change must be made in writing.

 

B.                                     Sinceno contractual agreement exists, if Employee’s employment is terminated for anyreason or At-Will of Employer, Employee’s salary will cease on the date oftermination.

 

V.                                     Benefits:

 

C.                                     Inaddition to the compensation described above, Employee will be eligible toreceive benefits as they may be made available at the exclusive discretion ofNational RV’s President. Such benefits may include, but are not limited to, life,health, dental, vision insurance and retirement plans. National RV is not obligatedto provide or continue any of these benefits and may, without any prior notice,discontinue any benefit already provided or as may be provided in the future, withinthe exclusive discretion of National RV except as specifically itemizedelsewhere in this agreement.

 

D.                                    Inaddition to the foregoing salary, Employee is entitled to vacation as pervacation guidelines. Employee will be eligible for 3 weeks of accrued vacation annually.The duration of time off to be determined to be reasonable is the sole discretionof Company. As Employee’s position is one of leadership, Employee is expected toexercise reasonable judgment in their requests for time off considering the bestinterests of the Corporation.

 

E.                                      Nationalwill provide machines, equipment and accessories of its choosing for Employee’sbusiness use. The equipment, machines and accessories remain the property ofNational RV.

 

D.                                    Employeewill be eligible to enroll in the National RV 401K plan after 1 year of service &will be eligible to participate in employer’s designated match after 2 years ofservice, however, since restrictions apply based on 401K participation, Employee’scontributions may be limited. It is strongly recommended that Employee consult atax professional prior to enrolling into National RV’s 401K plan.

 

C.                                     Employeewill be eligible to participate in the Blue Cross Health HMO benefits package ata cost of the standard single rate. Weekly contribution may vary should modifications,changes or additions to the health benefit plan be made or in the event that NationalRV’s rate increases. Employee will be eligible for National RV’s health insuranceprogram effective on the first day of the month following the hire date.

 

Vl.                                  AdditionalTerms:

 

A.                                   Asa term and condition of employment Employee will be required to sign thefollowing documents prior to the beginning of his employment: Employmentagreement, proprietary information agreement, employment application, arbitrationagreement, employment agreement, reference/background authorization forms and acknowledgementof receipt of company handbook. In addition this offer is contingent upon Employeesuccessfully passing a substance test and background / reference check.

 

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B.                                     ConfidentialInformation: Employee recognizes and acknowledges that they will have access tocertain information regarding National RV and that such information is confidentialand constitutes valuable, special and unique property of National RV. Theparties agree that National RV has a legitimate interest in protecting the ConfidentialInformation, as defined below. The parties agree that National RV is entitled toprotection of its interests in the Confidential Information. Employee shall notat any time, either during or subsequent to the term of this Agreement, discloseto others, use, copy or permit to be copied, except in pursuance of his dutiesfor and on behalf of National RV, it successors, assigns or nominees, any ConfidentialInformation of National RV (regardless of whether developed by Employee) withoutthe prior written consent of National RV. Employee acknowledges that the use ordisclosure of the Confidential Information to anyone or any third party could causemonetary loss and damages to National RV. The parties further agree that in theevent of a violation of this covenant against non-use and non-disclosure ofConfidential Information, that National RV shall be entitled to a recovery ofdamages from Employee and/or an injunction against Employee for the breach or violationor continued breach or violation of this covenant.

 

C.                                     Theterm “Confidential Information” with respect to any person means any secret orconfidential information or know-how and shall include, but shall not be limitedto, the plans, financial and operating information, customers, customer lists, supplierarrangements, contracts, costs, prices, uses, and servicing, sales, marketingor manufacturing methods and techniques at any time used, developed, investigated,made or sold by such person, or developed by Employee, before or during theterm of this Agreement. Employee shall maintain in confidence any Confidential Informationof third parties received as a result of his employment with National RV in accordancewith National RV’s obligations to such third parties and the policies establishedby National RV. Confidential information does not include: (a) Confidentialinformation which Employee can demonstrate was rightfully in his possession priorto the date of its disclosure by National RV to Employee; (b) Confidentialinformation which, at the time of disclosure or later, is published or becomes otherwiseavailable to the general public as part of the public domain through no act orfailure to act on the party receiving the disclosure; (c) Confidential informationwhich Employee can demonstrate came into Employee’s possession from a thirdparty who had a bona fide right to make such information available; (d) Confidentialinformation which is disclosed by Employee to a third party in accordance withdirection or approval from National RV, or; (e) Confidential information whichEmployee is obligated to produce under an order of a court of competentjurisdiction, provided that Employee shall provide National RV with such noticeof any order.

 

D.                                    Deliveryof Documents Upon Termination: Employee shall deliver to National RV or itsdesignee at the termination of his employment all correspondence, memoranda,notes, records, drawings, sketches, plans, customer lists, product compositions,and other documents and all copies thereof, computers and electronic data, made,composed or received by Employee, solely or jointly with others, that are in Employee’spossession, custody, or control at termination and that are related in anymanner to the past, present, or anticipated business or any member of NationalRV. In this regard, Employee hereby grants and conveys to National RV all right,title and interest in and to,

 

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including without limitation, the right topossess, print, copy, and sell or otherwise dispose of, any reports, records,papers, summaries, photographs, drawings or other documents, and writings, andcopies, abstracts or summaries thereof, that may be prepared by Employee or underhis direction or that may come into his possession in any way during the termof his employment with National RV that relate in any manner to the past, presentor anticipated business of National RV. National RV shall retain all suchdocuments delivered by Employee for a period of three years from and after thedate of termination of this agreement.

 

D.                                    AgreementNot to Solicit Employees. Employee further covenants and agrees that during Employee’semployment by National RV and for a period of twelve (12) months after terminationof Employee’s employment for any reason whatsoever, whether at the instance of Employeeor National RV, Employee will not, without the prior written consent of NationalRV signed by the President, directly or indirectly, on Employee’s behalf or onbehalf of others, solicit, entice, persuade or induce, or attempt to solicit,entice, persuade or induce any person who is employed by National RV, toterminate his or her employment or contractual arrangement with National RV, orto become employed or engaged by any person, firm or entity other than NationalRV.

 

E.                                      Notice:Any notice to National RV required or permitted under this Agreement shall begiven in writing to National RV, either by personal service or by registered orcertified mail, postage prepaid, addressed to National RV at its then principalplace of business, or National RV, 3411 N. Perris Blvd., Perris, California92571. Any such notice to Employee shall be given in a like manner and, ifmailed, shall be addressed to Employee at his home address then shown inNational RV’s files. For the purpose of determining compliance with any timelimit in this Agreement, a notice shall be deemed to have been duly given (a) onthe date of service, if served personally on the party to whom notice is to be given,or (b) on the second business day after mailing, if mailed to the party towhom the notice is to be given in the manner provided in this section.

 

F.                                      Bothparties participated in the drafting of this agreement. Therefore, the normal rule thatambiguities are construed against the drafter shall not apply to thisagreement.

 

G.                                     Counterparts:This Agreement may be executed in two (2) counterparts, each of whichshall be deemed an original and which together shall constitute one and thesame Agreement.

 

H.                                    Choiceof Law: This Agreement is entered into in the County of Riverside, State ofCalifornia, and shall be governed by the laws of the State of California.

 

I.                                         Arbitration:Employee and National RV agree that any legal or equitable claims or disputesarising out of or in connection with the employment will be settled by binding arbitration.This agreement applies to the following allegations, disputes and claims forrelief, but is not limited to those listed: wrongful discharge under statutory lawand common law; employment discrimination based on federal, state or localstatute, ordinance, or governmental regulations; retaliatory discharge or otheraction; compensation disputes; tortuous conduct; contractual violations; ERISA violations;and other statutory and

 

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common law claims and disputes, regardless ofwhether the statute was enacted or whether-the-common law doctrine wasrecognized at the time this Agreement was signed. The arbitration proceedings shallbe conducted in California in accordance with the arbitration provisions setout in California Code of Civil Procedure. Employee and National RV shall eachbe entitled to representation by attorneys throughout the proceedings at theirown expense. One arbitrator shall be used and shall be chosen by mutual agreementof the parties from a list of arbitrators supplied by the Judicial Arbitration andMediation Services (“JAMS”). If, within thirty days after an arbitrable disputehas been identified by either party and no arbitrator has been chosen, an arbitratorshall be chosen in accordance with the provisions of Code of Civil Procedure. Theprovisions of Code of Civil Procedure and/or its successor sections are incorporatedin and made a part of this Agreement. Depositions may be taken and discoverymay be obtained in any arbitration under this Agreement in accordance with thatsection. The arbitrator shall issue a written decision and award, which shallbe exclusive, final, and binding on both parties, their heirs, executors,administrators, successors, and assigns. National RV shall pay all costs associatedwith the Arbitration including Arbitration fee and costs associated with the facilitiesfor the Arbitration, other than attorney’s fees and costs discussed previously.National RV is solely responsible for these costs, whether it wins or loses andthe Arbitrator shall not apportion these costs. Employee specifically understandsand agrees that by signing this agreement, Employee and National RV are agreeingto substitute one legitimate dispute resolution forum (arbitration) for another(litigation), and thereby are waiving the right to have these disputes resolvedin court. This substitution involves no surrender of any substantive statutoryor common law benefit, protection or defense. Notwithstanding the above, NationalRV shall have the right to apply for and obtain a temporary restraining orderor other temporary and/or permanent injunction or equitable relief from a courtof competent jurisdiction to enforce the provisions of this Agreement. Employeeshall be allowed to file affirmative defenses and counterclaims arising from orrelated to this Agreement in any proceeding initiated by National RV.

 

VII.                             Miscellaneous:

 

A.                                   Thesection headings contained in this Agreement are for convenience only andshall in no manner be construed as part of this Agreement.

 

B.                                     Ifany provision of this Agreement is held invalid or unenforceable, the remainderof this Agreement shall nevertheless remain in full force and effect. If any provisionis held invalid or unenforceable with respect to particular circumstances, itshall nevertheless remain in full force and effect in all other circumstances.

 

C.                                     Modification:This Agreement supersedes any and all prior oral and written understandings, ifany, between the parties relating to the subject matter of this Agreement. The partiesagree that this Agreement sets forth the entire understanding and agreement betweenthe parties and is the complete and exclusive statement of the terms and conditionsthereof, that there are no other written or oral agreements in regard to thesubject matter of this Agreement. This Agreement shall not be changed or modifiedexcept by a written document signed by the parties hereto.

 

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D.                                    Thisoffer is void if not signed and received after 7 days from date of this offer.

 

IN WITNESS WHEREOF, the parties have hereuntoset their hands as of the date written above.

 
| Dated:  5/23/2005 | National RV Inc. |
|------------------------|------------------|
|                   | By:              | /S/ Jeffrey Goodrick |   |
|                   |             | Jeffrey Goodrick |
|                   |             | Director, Human Resources |
|                   |             |
| Dated:  5/23/2005 | Employee,        |
|                   | By:              | /S/ Thomas J. Martini |   |
|                   |             | Thomas J. Martini |
|                        |                  |  |  |  |  |

 

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