Employment Agreement
This Employment Agreement (the “Agreement”) dated May 1, 2011 (the “Effective Date”) is between Voice Assist Inc., a Nevada public company having its principal place of business at Xxxxx 000, 0 Xxxxx Xxxxx Xx. Xxxx Xxxxxx, XX 00000 (the “Company”), and Xxxx Xxxxx, an individual currently residing in the City of Seattle, Washington (the “Employee”).
The Company and Employee desire that the Company employ Employee as its Chief Financial Officer and Vice President, Corporate Development. Accordingly, the parties agree as follows.
i. If the Company achieves annual revenues of greater than $3,000,000, then Employee’s Salary shall increase to Fifteen Thousand Dollars ($15,000) per month
ii. If the Company achieves annual revenues of $5,000,000, then Employee’s Salary shall increase to Sixteen Thousand, Six Hundred and Sixty-Seven Dollars ($16,667) per month
iii. If the Company achieves annual revenues of greater than $8,000,000, then Employee’s Salary shall increase to Twenty Thousand Dollars ($20,000) per month
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4. DUTIES/SERVICE
a. Position. Employee is employed as Chief Financial Officer and Vice President, Corporate Development and shall perform such services and duties as are defined in Addendum B, Job Description, attached hereto, and as are normally associated with such position, subject to the direction and supervision of the Chief Executive Officer of the Company.
b. Place of Employment. The place of Employee’s employment and the performance of Employee’s duties will be at the Company’s corporate headquarters and at such location as mutually agreed upon by the Company and Employee. Since Employee resides in Seattle, Employee and Company will collaborate to mitigate travel and overhead expenses while at the same time providing full support for Employee to execute duties.
c. Extent of Services. Employee shall at all times and to the best of his ability perform his duties and obligations under this Agreement in a reasonable manner consistent with the interests of the Company.
Except as otherwise agreed by the Company and Employee in writing per Schedule C and addendums to Schedule C, it is expressly understood and agreed that Employee’s employment is fulltime. Employee may not be employed by other entities or otherwise perform duties and undertakings on behalf of others or for his own interest that have an impact on his performance of his obligations under this Agreement, unless pre-approved by the Board of Directors. Additionally, the Company recognizes that Employee has, or may have in the future, non-passive equity positions in other companies that do not detract from Employee’s time from meeting his obligations under this Agreement.
a. By the Company. The Company may terminate this Agreement as follows:
i. Without Cause. The Company may terminate this Agreement with 14 days prior written notice at any time 60 days after the Effective Date without Cause.
ii. With Cause. The Company may terminate this Agreement at any time with Cause.
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iii. As used in this Agreement, the term Cause shall mean: (A) a material breach of by Employee of his Non-Disclosure and Intellectual Property Assignment Agreement (B) a material breach of any written agreement between Employee and the Company that might be established by mutual agreement that remains uncured after written notice of breach from the Company, (C) Employee’s continued failure to comply with the Company’s written policies or rules following written notice of non-compliance by the Company, (D) Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, or (E) Employee’s gross negligence or willful misconduct.
iii. As used in this Agreement, the term Good Reason shall mean a reduction by the Company in your base salary, amount of bonus eligibility or participation in benefit plans that is not part of a compensation reduction applicable to the entire executive team. In each situation described above, Employee may terminate this Agreement for Good Reason only after notifying the Company of the specific action taken that Employee believes constitutes Good Reason, and the failure of the Company to promptly correct such action.
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g. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, without reference to the choice of law principles thereof.
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h. Arbitration. Any dispute or claim arising to or in any way related to this Agreement shall be settled by binding arbitration in Lake Forest, California but any dispute or controversy arising out of or interpreting this Agreement shall be settled in accordance with the laws of the State of California as if this Agreement were executed and all actions were performed hereunder within the State of California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both Parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration and except for the Company’s obligations under the Securities Exchange Act of 1934, the Parties agree to keep all such matters confidential. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the Parties included in the arbitration. The decision of the arbitrator shall be binding upon the Parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.
The only claims or disputes excluded from binding arbitration under this Agreement are the following. any claim by Employee for workers’ compensation benefits or for benefits under an the Company plan that provides its own arbitration procedure; and any claim by either party for equitable relief, including but not limited to, a temporary restraining order, preliminary injunction or permanent injunction against the other party.
i. Titles. Titles to the sections of this Agreement are solely for the convenience of the Parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.
[signature page follows]
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Authorized representatives of the Parties have executed this Agreement as of the day and year first written above.
The Company. VOICE ASSIST INC.,
a Nevada corporation
By. __/s/Xxxxxxx Metcalf________________________
(signature)
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
Employee.
__/s/Xxxx Silva________________________
Xxxx Xxxxx
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ADDENDUM A
EMPLOYEE INCENTIVE COMPENSATION PLAN
1. Employee Incentive Bonus. Employee shall be entitled to a quarterly bonus in accordance with the Company’s incentive compensation plan, up to a maximum value of $30,000 per quarter. All employee incentive bonuses shall be reviewed and approved by the Board of Directors.
2. To be eligible for the bonus payment, the Employee must be employed on the last calendar day of the quarter. If the Employee is terminated or resigns for any reason after the end of such quarter, and before payment of the bonus, the Employee shall still be entitled to the bonus payment when paid to other participants in the Company’s incentive compensation plan.
3. Until the Company achieves annual revenues of $8MM in a fiscal year, the Company shall pay all incentive bonuses in restricted grants of the Company’s common stock. The number of shares due shall be calculated by dividing the incentive bonus dollar amount due by the same price as the fair market value determined by the Board for the issuance of options to purchase the Company’s stock for such calendar quarter.
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ADDENDUM B
JOB DESCRIPTION
SUMMARY
The Chief Financial Officer and Vice President, Corporate Development ("CFO&VP, CD") has primary responsibility for Finance and Treasure Operations of the Company toward its primary objectives, based on profit and return on capital, and is accountable to the Chief Executive Officer and the Board of Directors for the results of performance of all finances.
The CFO&VP, CD is accountable for the management of the daily affairs of the Company's financial activities to achieve the corporate goals and increase shareholder value.
All accounting functions will report up to and be the responsibility of the CFO&VP, CD.
The CFO&VP, CD shall ensure the accurate and timely filing and compliance of all federal, state, local, and SEC reporting, fees, and taxes.
The CFO&VP, CD shall be responsible for shareholder documents and work in collaboration with the CEO and President on shareholder affairs.
The CFO&VP, CD shall be responsible for acquisitions, mergers, and significant financial transactions of the Company and work in collaboration with the CEO, President, and Board on such matters.
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ADDENDUM C
Approved Non-Voice Assist, Inc.
Business Activity Exemptions
Description of Business Activity:
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All work done in support of Taida, LLC
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