EMPLOYMENT AGREEMENT Between
SUSPECT
DETECTION SYSTEMS. INC.
And
GIL
BOOSIDAN
THIS
EMPLOYMENT AGREEMENT is made and entered into as of this 14 day of January,
2010 by and between SUSPECT DETECTION SYSTEMS, INC., a Delaware corporation
having its Principal Office located at 0 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx
00000 ("SDSS"), and GIL BOOSIDAN. an
individual residing at 0000 Xxxxx Xxxxxx Xxxx xxx, Xxxxxxxxx 0X, Xxxxx Xxx
Xxxx 00000 (the "Employee").
W
I T N E S S E T H :
WHEREAS,
SDSS desires to employ the services of the Employee as the Chief Executive
Officer of SDSS and the Employee desires to accept such employment, subject to
the terms and conditions set forth in this Agreement;
NOW.
THEREFORE, in consideration of the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of which hereby
is acknowledged the parties hereto
agree as follows;
1.
Employment. Subject
to the provisions of this Employment
Agreement, SDSS hereby employees the Employee as the Chicf Executive
Officer of SDSS. The Employee agrees to devote so much of his time and effort as
are necessary for the faithful performance of his duties as set forth
below, for the management and operations of the business of SDSS.
2. Standard of
Care The Employee's standard of can to SDSS shall be to refrain
from engaging in gross neglect, negligent or reckless conduct or intentional
misconduct. In discharging his duties the Employee shall he fully protected
in relying in good faith upon the
records required to be maintained by SDSS and upon such information, opinions,
reports of
statements by SDSS or its agents, or by any other person, as to matters the Employee reasonable
believes are within such other person's professional or expert competence
and who has been selected with reasonable care by or on behalf of SDSS.
including information, opinions, reports or statements as to
the value and amount of the assets, liabilities, profits or losses
of SDSS.
3.
Results
of the Empolyee's Services.
SDSS shall own, and the Employee hereby expressly grants to SDSS. exclusively
and in perpetuity, all rights in and to results ant proceedings of
the Employee's services,
including, without limitation, any contracts negotiated by the Employee,
all suggestions, ideas, techniques, forms, pamphlets, and other contribution:
and materials originated or developed by the Employee during the term of this
Employment Agreement and in and lo all earnings derived by reason of
the Employee's
services and efforts within the scope of the
Employee's employment hereunder. The Employee hereby waives any and all right,
title or interest that he might otherwise have therein or thereto, or in orto
the result; or proceeds derived by the Employee or others from the use of any
thereof.
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4.
Duties. The Services to be
performed by the Employee include all of the duties to be performed by the Chief
Executive Officer of SDSS including without limitations, services as may
reasonably be
directed by the Board of Directors of SDSS; developing and implementing
international manufacturing, sales, marketing and distribution strategies;
conducting market research and assessing the competitive environment to
identity international opportunities developing business plans for new business
development, reviewing current manufacturing, sales and distribution strategies
to facilitate growth; developing appropriate marketing strategies developing
strategies to improve operational efficiencies of international manufacturing
and distribution; analyzing sales, marketing, and distribution goals; preparing
growth forecasting reports and presenting findings to the Board of Directors
with respect to domestic and international markets; hiring and firing managers
and employees of SDSS; directing the activities of and assigning
responsibilities to the managers and employees of SDSS; and engaging and
terminating outside professionals retained by SDSS, including attorneys and
accountants,
5. Term. The term of this Agreement shall
commence as of the date first set forth above and shall end 365 days
thereafter,
6. Compensations. In consideration
of the services to be performed under this Employment Agreement, and conditioned
upon the Employees dutiful and faithful performance of his required services
hereunder, the Employee shall he paid a total of $30,000,00, $20,000,00 of which
shall be paid in cash by SDSS in equal installments of $5,000.00 on March 31.
2010 June 30, 2010, September 30. 2010. and December 31. 2010 by company or bank
check or by wire transfer to a bank account designated by the Employee, and
$10,000,00 of which shall be paid by no later than April 1, 2010 in the
form of SDSS common stock, the number of shares of which shall be determined by
the market value of the common stock of SDSS as of the date of issuance
thereof
7. Additional Benefits. The
Employee shall he entitled to all additional benefits provided to the other
employees of SDSS.
8. Reimbursement
of Expense. The Employee shall be reimbursed by SDSS for
reasonable itemized expenses incurred in the normal performance of the
Employee's duties hereunder.
9. Vacations. During the term of this
Employment Agreement, the Employee shall be entitled to paid annual vacation
time of not less than three (3) weeks, at a time or times during which time the
compensation payable under Paragraph 6 of this Employment Agreement shall be
paid in full as normally paid.
10. Temporary Absences. The compensation payable to the
Employee under this Employment Agreement shall not be reduced or otherwise
adjusted as a result of temporary absences for sick or personal days, not
exceeding a total of five
(5) days each calendar year.
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11.
Death or Substantial Disability, In the event of the Employee's
death or
substantial disability, as hereinafter defined, the compensation
payable to him under Paragraph 6 of this
Employment Agreement shall cease as of the end of the week in which
death or substantial disability has
occurred, and SDSS may (but shall not he required to) terminate this Employment
Agreement. For purposes of this Employment Agreement, the phrase substantial
Usability shall mean the incapacity of the Employee to perform his
customary services by reason of illness, accident or any other reason (other
than breach by the Employee) for a period in excess of thirty (30) consecutive
days or sixty (60) days in any rolling twelve month period.
12.
Non-Competition and Non-Solicitation. As long as the Employee
is employed by or otherwise affiliated with SDSS in any capacity and provided
that SDSS is still operating as a commercially viable business,
the Employee shall not directly or indirectly;
12.1.
Attempt in any manner to persuade any customer of SDSS to cease to dc business or to
reduce the amount of business which any such customer has customarily done or
contemplates doing with SDSS, whether or not the relationship between SDSS and
such customer was originally established in whole or in pan through the
Employee's efforts.
12.2.
Employ or attempt to employ or assist anyone else in employing any person who is
in the employ of SDSS,
12.3.
Employ or render any services to any person. firm or corporation that is a
customcr of SDSS or is in a business similar to or competitive with SDSS, or
engage in such business on his own account as an individual, partner,
shareholder, director, officer, principal, agent or employee, or in am other
relationship or capacity whatsoever without the prior written consent of SDSS,
which consent may be conditioned upon reasonable assurance* by the Employee that
"confidential information or trade secret of SDSS,M as
defined in Paragraph 14 of this Employment Agreement, will not be used or disclosed. As used throughout this
Paragraph 12. the term "customer" shall mean: (a) anyone or any entity who or
that is then a customer of SDSS; (b) anyone or any entity who or that was a
customer of SDSS at any time during the one (1) year period immediately
preceding the date of this Employment Agreement, and c) any prospective
customers to which SDSS had made a presentation (or similar offering of
services) within a period of ninety (90) days immediately preceding the date of
this Employment Agreement.
12.4.
Hold stock in or be otherwise interested (as an employee, director, officer,
independent contractor, employee or otherwise) in any other enterprise with an
office in the continental United States which engages in any business directly
competitive with the current activities of SDSS without the prior written
consent of SDSS. which convent may be conditioned upon reasonable assurances by
the Employee that "confidential information or trade secret of SDSS." as defined
in Paragraph 14 of this Employment Agreement, will not be used or
disclosed.
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13. Corporate
Opportunities. The Employee shall not enter into transactions Tor
his own
account that may be considered lo be competitive with or a business opportunity
that may be
beneficial lo SDSS. The Employee shall account to SDSS and hold us trustee for
il any property,
profit or benefit received or derived by him from his use or appropriation of
the property
or the opportunities of SDSS, including, but not limited to. information
developed exclusively
for and opportunities expressly offered lo SDSS
14. Trade
Secrets. At no time, either during the term of his employment or
at any time
thereafter, shall the Employee disclose to any person, firm or corporation or
use. directly or indirectly,
for his own benefit or the benefit of any other person, firm or
corporation, any confidential
information or trade secret of SDSS or any customer of SDSS or utilize such
confidential
information or trade secret for his own benefit or for the benefit of third
parties, except
pursuant to a lawful order of a court of competent jurisdiction The terms
"Confidential information
or trade secret of SDSS" shall include, without limitation, the customer lists,
financial
reports and projections, business plans, product introductions and test results,
processes,
sales volume and overall project profits, corporate or trade names, and such
other information
pertaining to SDSS and its customers as would reasonably be considered
confidential
or proprietary. The terms "confidential information or trade secret of SDSS" do
not include
any information which becomes generally available to the public other than by
breach of this Employment
Agreement.
14. Injunctive Relief. If the Employee commits a
breach or threatens to commit a breach of any of the provisions of Paragraphs 12
or 13. above. SDSS shall have the right to have those provisions of this
Employment Agreement specifically enforced by any court having equity
jurisdiction without being required to post a bond or other security and without
having to prove the inadequacy of the available remedies at law, it being
expressly acknowledged and agreed that my such breach or threatened breach will
cause irreparable injury to SDSS and that money damages will not provide an
adequate remedy lo SDSS. In addition, SDSS may take any such further actions and
seek other remedies available to it under law or in equity and shall be entitled
to any and all damages it can show it has sustained by reason of such
breach
15. No
Breaches. The Employee represents that his execution of this Employment
Agreement and the performance of his duties required hereunder will not be a
breach of any other agreement to which he is a party,
16.
Events of Default and
Remedies. The repeated failiure, refusal or neglect of the
Employee, other than by reason of disability, to report or to render
his service
when and as required hereunder, or to perform any covenant or condition
of this Employment Agreement on us part to be kept or performed, shall be an
event of default hereunder and SDSS may terminate his Employment Agreement if
any such event or default shall occur and continue durring the term hereof, as
provided in Paragraph 17, below.
17.
Termination. In addition lo such rights
of termination as are otherwise set forth in his Employment Agreement SDSS
shall have the additional right to terminate this Employment Agreement for cause
in the event of the Employee's material breach in the performance of his
duties
hereunder. SDSS shall thereupon be relieved of all obligations to
the Emplolyee under this Employment Agreement accruing from and after the
date of the occurrence of such breach.
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17.1. If
the Employee engages in activities or conduct which SDSS contends is a material
breach of the Employee's obligations under this Employment Agreement. SDSS shall
deliver a notice in writing to the Employee to terminate such activities or
conduct If the Employee fails to take affirmative steps to cure or terminate the
complained of activities or conduct on or before the expiration date (10)
days following receipt of said notice, then the Employee shall be deemed in
material breach hereunder. In that event SDSS shall have the right to
immediately thereafter terminate this Employment Agreement. The provisions for
notice of default and time to cure prior to termination shall not apply in the
case of fraudulent conduct or dishonesty, or any other cause incapable of being
cured, in which event SDSS may terminate this Employment Agreement immediately
and without prior notice. The right of termination contained in this Paragraph
17.1 shall not preclude SDSS from exercising any other right it may have cither
pursuant to the other terms of this Employment Agreement or by law,
18.
Notices. All non-routine
notices which cither party is required or may desire to give or make to the
other party hereunder shall be in writing. Notice to SDSS shall be considered
given when personally delivered and receipted or three (3) days after being
mailed by first class mail postage prepaid addressed to the Chairman of the
Board of Directors in care of SDSS at the address of the Principal Office.
Notice to the Employee shall be considered given when personally delivered and
receipted or three (3) days after being mailed by first class mail postage
prepaid addressed to the Employee at the address first above written, unless the
Emp1oyee has given SDSS a notice of a different address.
19.
Miscellaneous. This Employment Agreement
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
parties in connection herewith. Neither SDSS nor the Employee shall be bound in
any manner by any promises, statements, representations or information made,
given or furnished by any person representing or purporting to represent SDSS or
the Employee except to the extent that such promises, statements,
representations or information are expressly set forth in this Employment
Agreement. This Employment Agreement shall be governed by and construed in
accordance with the laws of the Stale of New York applicable to agreements made
and to be performed entirely within New York. The headings of the various
paragraphs of this Employment Agreement are inserted for convenience of
reference only and are under no circumstances to be a part of, or construed as a
part of this Employment Agreement. This Employment Agreement shall be
binding upon and inure to the benefit of the respective heirs, successors, and
assigns of the parties.
20.
Execution in Counterparts. This Employment
Agreement may be executed in counterparts and by facsimile, each of which shall
he deemed to be an original and all of which, when taken together, shall
constitute but one and the same instrument.
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IN
WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement, in duplicate originals at of the day and year first above
written.
| SUSPECT DETECTION SYSTEMS. INC. | |
| /s/ Xxxx Xxxxx | |
| By:Xxxx Xxxxx | |
| Title: Chairman of the Board of Directors | |
| /s/Gil Boodidan | |
| By: GIL BOOSIDAN Employee | |
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