Exhibit 10.7 Employment Agreement, between ShutterPort, Inc (the "Company")
and Xxxxxx Xxxxx (the "Employee").
EMPLOYMENT AGREEMENT
Employment Agreement, between ShutterPort, Inc (the "Company") and
Xxxxxx Xxxxx (the "Employee").
1. For good consideration, the Company employs the Employee on the
following terms and conditions.
2. Term of Employment: Subject to the provisions for termination set
forth below this agreement will begin on January 1, 2003 and remain in effect
through December 31, 2005 unless sooner terminated.
3. Salary: The Company shall pay Employee a salary of $ 40,000 per
year, for the services of the Employee, payable at regular payroll periods. It
is agreed that Xx. Xxxxx shall defer his compensation for a period not to exceed
30 months if requested by the Board of Directors. This deferment shall be non-
interest bearing and shall be due in full on or before December 31, 2005.
4. Duties and Position: The Company hires the Employee in the capacity
of Chief Executive Officer. The Employee's duties may be reasonably modified at
the Company's direction from time to time.
5. Employee to Devote substantially Full Time to Company: The Employee
will devote substantially full time, attention, and energies to the business of
the Company and during this employment, will not engage in any other business
activity, regardless of whether such activity is pursued for profit, gain, or
other pecuniary advantage. Employee is not prohibited from making personal
investments in any other businesses provided those investments do not require
substantial active involvement in the operation of said companies.
6. Confidentiality of Proprietary Information: Employee agrees, during
or after the term of this employment, not to reveal confidential information, or
trade secrets to any person, firm, corporation, or entity. Should Employee
reveal or threaten to reveal this information, the Company shall be entitled to
an injunction restraining the Employee from disclosing same, or from rendering
any services to any entity to whom said information has been or is threatened to
be disclosed. The right to secure an injunction is not
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exclusive, and the Company may pursue any other remedies it has against the
Employee for a breach or threatened breach of this condition, including the
recovery of damages from the Employee.
7. Reimbursement of Expenses: The Employee may incur reasonable
expenses for furthering the Company's business, including expenses for
entertainment, travel, and similar items. The Company shall reimburse Employee
for all business expenses after the Employee presents an itemized account of
expenditures, pursuant to Company policy.
8. Vacation: The Employee shall be entitled to a yearly vacation of 2
weeks at full pay.
9. Disability: If Employee cannot perform the duties because of illness
or incapacity for a period of more than 12 weeks, the compensation otherwise due
during said illness or incapacity will be reduced by (50%) percent. The
Employee's full compensation will be reinstated upon return to work. However, if
the Employee is absent from work for any reason for a continuous period of over
6 months, the Company may terminate the Employee's employment, and the Company's
obligations under this agreement will cease on that date.
10. Termination of Agreement: Without cause, the Company may terminate
this agreement at any time upon 90 days' written notice to the Employee. If the
Company requests, the Employee will continue to perform his duties and be paid
his regular salary up to the date of termination. In addition, the Company will
pay the Employee on the date of termination a severance allowance of $1 less
taxes and social security required to be withheld. Without cause, the Employee
may terminate employment upon 30 days' written notice to the Company. Employee
may be required to perform his duties and will be paid the regular salary to
date of termination but shall not receive a severance allowance. Notwithstanding
anything to the contrary contained in this agreement, the Company may terminate
the Employee's employment upon 15 days' notice to the Employee should any of the
following events occur:
a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
b) The sale, exchange, or other disposition, in one transaction of the
majority of the Company's outstanding corporate shares; or
c) The Company's decision to terminate its business and liquidate its
assets;
d) The merger or consolidation of the Company with another company.
e) Bankruptcy or Chapter 11 Reorganization.
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11. Death Benefit: Should Employee die during the term of employment,
the Company shall pay to Employee's estate any compensation due through the end
of the month in which death occurred.
12. Assistance in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party either during or after employment.
13. Effect of Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere provided and
not expressly provided in this agreement.
14. Settlement by Arbitration: Any claim or controversy that arises out
of or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court with
jurisdiction.
15. Limited Effect of Waiver by Company. Should Company waive breach of
any provision of this agreement by the Employee, that waiver will not operate or
be construed as a waiver of further breach by the Employee.
16. Severability: If, for any reason, any provision of this agreement
is held invalid, all other provisions of this agreement shall remain in effect.
If this agreement is held invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or any predecessor
thereof) and the Employee shall be deemed reinstated as if this agreement had
not been executed.
17. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.
18. Oral Modifications Not Binding: This instrument is the entire
agreement of the Company and the Employee. Oral changes shall have no effect. It
may be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
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Signed this 31st day of December , 2002.
ShutterPort, Inc. Xxxxxx Xxxxx
By: /S/ XXX X XXXX By: /S/ XXXXXX XXXXX
Xxxx Xxxx, Vice President Employee
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