Exhibit 10.14
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 1st, 2003,
is entered into between WARP TECHNOLOGY HOLDINGS, INC., a Nevada corporation
having its principle executive offices at 000 Xxxx 00 Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Corporation") and XXXXXXX XXXXXX, an individual having an address at
00 Xxxx Xxxx, Xxxxxx, Xxxxxx, Xxxxxxx (the "Executive").
W I T N E S E T H:
- - - - - - - - -
WHEREAS, on August 13, 2003 the Board of Directors of the Corporation
appointed Executive to the positions of Chairman, President and Chief Executive
Officer and,
WHEREAS, the Corporation desires to continue to employ Executive as its
Chairman, President and Chief Executive Officer and to be assured of his
services as such on the terms and conditions hereinafter set forth; and
WHEREAS, Executive is willing to accept and continue such employment on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Corporation
and Executive hereby agree as follows:
1. Employment.
(a) Subject to the terms and conditions set forth in this Agreement, the
Corporation offers and the Executive hereby agrees to continue his employment as
Chairman, President and Chief Executive Officer of the Corporation, with the
terms and conditions set forth herein to become effective as of August 1, 2003
(the "Employment Date").
(b) The Corporation hereby employs Executive as the Chairman, President and
Chief Executive Officer of the Corporation subject to the supervision and
direction of the Board of Directors of the Corporation. Executive shall be
responsible for the operation of the Corporation's business and recent
initiatives, together with such other responsibilities and duties consistent
with his executive position and of such nature as are usually associated with
his office as may be designated from time to time by the Board of Directors of
the Corporation, including participation in the overall development of the
Corporation's business strategies. Such duties shall be performed primarily in
the U.K. and subject to travel outside of such area as may be necessary for
Executive to perform his duties.
-1-
(c) Executive shall faithfully and diligently discharge his duties
hereunder and use his best efforts to implement the policies established by the
Board of Directors of the Corporation. Executive agrees to devote such amount of
his time and attention as is reasonably necessary to faithfully and diligently
discharge his duties hereunder.
2. Term.
The term of this Agreement shall commence on the Employment Date stated in
Section 1(a) hereof and be on a month-to-month basis beginning on the first day
of each month and continuing until terminated pursuant to the provisions of
Section 3 below.
3. Termination.
(a) This Agreement may be terminated with or without cause by either party
upon ninety (90) days written notice to the other party. Such ninety (90) day
period shall begin to toll on the first day of the month following the giving of
such notice.
(b) Upon the termination of this Agreement pursuant to this Section 3, the
Executive shall be entitled to the Base Compensation set forth in Section 4(a)
of this Agreement through the date of termination as set forth in Section 3(a).
4. Compensation.
(a) During the Term of the Executive's employment hereunder, the
Corporation shall cause Consultant to receive base compensation in the amount of
Eight Thousand ($8,000.00) Dollars per month, which base compensation shall be
paid as follows: i) Four Thousand ($4,000.00) Dollars per month in cash upon
receipt of an invoice from Elenium Services Limited and ii) Four Thousand
($4,000.00) Dollars per month accruing and payable in shares of restricted
common stock of the Corporation at a per share conversion price equal to the
best terms received by any bona fide investor in the Corporation during the
period beginning at the Engagement Date and lasting until the termination of
this agreement. Such base compensation, as from time to time increased, is
hereafter referred to as the "Base Compensation". Should the Corporation
implement a Corporation wide salary reduction program applicable to its senior
management, such salary reduction will apply to the cash component of
Consultant's Base Compensation, and such reduction will be added to the
restricted common stock component of the Base Compensation and converted at the
rate of one restricted share per 10c of salary reduction. The Base Compensation
shall be payable in accordance with the present payroll practices of the
Corporation. In addition, Consultant may receive such additional compensation
(in the form of bonuses, etc.) that the Corporation's Board of Directors shall,
in the exercise of its good faith and reasonable discretion, determine.
-2-
(b) In addition to the compensation described in Section 2(a) above, on the
Employment Date identified in Section 1(a) above Executive shall be issued
400,000 restricted shares of the Corporation's common stock (the "Compensation
Stock") as a portion of his compensation for services rendered under this
agreement. Executive's ownership interest in the Compensation Stock shall vest
in four monthly installments on the last day of the four successive months
beginning with September 2003. The Compensation Stock shall vest as follows: 10%
on September 30th, 2003; 20% on October 31, 2003; 30% on November 30, 2003; and
the remaining 40% on December 31st, 2003.
(c) To the extent it is able under the restrictions of the federal
securities laws, and subject to a determination by the Board that such would not
cause material harm to the Corporation, the Corporation agrees to provide
Executive at no cost any necessary opinion letter needed by Executive to meet
the resale requirements of Rule 144 under the federal securities laws as
applicable to the Compensation Stock and the restricted common stock portion of
the Base Compensation, or other restricted common stock of the Corporation owned
by Executive, once the one-year holding period for such common stock has
expired.
5. Expenses.
Executive shall be reimbursed for all reasonable travel, entertainment and
other expenses incurred by him during the term of this Agreement where such
expenses were incurred in furtherance of his duties to the Corporation under
this agreement. Notwithstanding the above, any expenditures in excess of
$5000.00 must be pre-approved by the Board of Directors of the Corporation to
qualify for reimbursement.
6. Indemnification.
The parties hereto each acknowledge and agree that they have entered into
an Indemnification Agreement of even date herewith and that such Indemnification
Agreement shall remain in full force and effect throughout the Term hereof and
shall survive the termination of this Agreement.
7. Intellectual Property Rights.
All rights in inventions, designs and intellectual property (including
without limitation patents, copyright, trade xxxx, registered designs, design
rights and know-how) to which Executive may become entitled by reason of
activities in the course of his Employment shall vest automatically in the
Corporation and Executive shall, at the request and expense of the Corporation,
provide the Corporation with all information, drawings and documents requested
by the Corporation and execute such documents and do such things as may be
required by the Corporation to evidence such vesting. The provisions of this
Section 7 shall survive the termination of this Agreement.
-3-
8. Non-Competition and Non-Disclosure.
The parties hereto each acknowledge and agree that they have entered into a
Non-compete, Non-disclosure Agreement and Assignment Agreement of even date
herewith ("Non-Disclosure and Non-Competition Agreement") and that such
Non-Disclosure and Non-Competition Agreement shall remain in full force and
effect throughout the Term hereof and shall survive the termination of this
Agreement. Executive acknowledges that the provisions of the Non-Competition and
Non-Disclosure Agreement are fair and reasonable and necessary to protect the
good will and interest of the Corporation and its subsidiaries and shall
constitute separate and severable undertakings given for the benefit of each of
the Corporation and each subsidiary and may be enforced by the Corporation on
behalf of any of them.
9. Successors; Binding Agreement.
(a) The Corporation will use its best efforts to require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Corporation to
expressly assume and agree to perform this Agreement in the manner and to the
same extent that the Corporation would be required to perform it if no such
succession had taken place.
(b) This Agreement shall inure to the benefit of and be enforceable by the
Corporation, its successors and assigns, and by Executive, his personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive should die while any amount would still be
payable to him hereunder if Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to his devisee, legatee or other designee or, if there is no such
designee, to Executive 's estate.
10. Notice. For purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand, telecopied (receipt acknowledged) or
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth on the first page of
this Agreement, provided that all notices to the Corporation shall be directed
to the attention of the Board with a copy to the Secretary of the Corporation or
to such other address as either party may have furnished to the other in writing
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
11. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to, in
writing, and signed by Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
-4-
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. Each party
acknowledges that the services to be rendered under this Agreement are unique
and of extraordinary character, and in the event of a breach by either party of
any of the terms of this Agreement, the other party shall be entitled, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either at law or in equity, to obtain damages for any breach of
the terms and provisions hereunder, to enforce specific performance by the
breaching party of its obligations hereunder and to enjoin the breaching party
from acting in violation of this Agreement. Such remedies are in addition to
those otherwise available at law or in equity to the Corporation. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the internal laws of the State of New York (other than the choice of law
principles thereof).
12. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
13. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
14. Prior Agreement. Executive represents, warrants and covenants that the
execution, delivery and performance by Executive of this Agreement, does not and
will not contravene, conflict with or constitute a default under or violation of
any law, regulation, judgment, decree, agreement, contract or other instrument
binding upon or applicable to Executive. Upon the effectiveness of this
Agreement, all prior agreements between Executive and the Corporation will be
terminated and of no further force and effect, except for the Non-Competition
and Non-Disclosure Agreement.
-5-
IN WITNESS WHEREOF, the Corporation and Executive have executed and
delivered this Consulting Agreement on the date first above written.
WARP TECHNOLOGY HOLDINGS, INC.
By:
-------------------------------
Name:
Title:Director
EXECUTIVE
-----------------------------------
Xxxxxxx Xxxxxx
-6-
