EMPLOYMENT AGREEMENT
AGREEMENT
entered into this 14th day
of
November, 2006, by and between JUMA
TECHNOLOGY, CORP., a
New
York Corporation with offices located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx
Xxxx 00000 (hereinafter, the “Company”) and
XXXXXXX X. XXXXX,
c/o
Juma Technology, Corp., 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx
00000 (hereinafter, “Executive”).
W
I T
N E S S E T H:
WHEREAS,
the Company is engaged in a business that includes the installation and wiring
of Digital Video Surveillance and Recording Systems, Access Control Security
Systems, Network Data Security, Phone Systems, Information Technology (IT)
Services and Related Equipment, that is provided to its corporate, commercial,
retail, business and educational customers; and
WHEREAS,
the Company desires to employ the Executive as Executive Vice President, and
desires to provide her with compensation and other benefits on the terms and
conditions set forth in this Agreement; and
WHEREAS,
the Executive wishes to accept such employment and perform services for the
Company on the terms and conditions hereinafter set forth;
NOW
THEREFORE, it is hereby agreed by and between the parties as
follows:
1.
Employment.
1.1
Subject to the terms and conditions of this Agreement, the Company agrees to
employ Executive during the term hereof as its Executive Vice
President.
1.2
Subject to the terms and conditions of this Agreement, Executive hereby accepts
employment as Executive Vice President of the Company and agrees to devote
her
full working time and efforts, to the best of her ability, experience and
talent, to the performance of services, duties and responsibilities in
connection therewith.
2.
Term
of Employment.
Executive’s
term of employment under this Agreement (the “Term”) commenced on November
14, 2006 and, subject to the terms hereof, shall continue for three (3)
years until November 15, 2009. Thereafter, this Agreement shall automatically
renew, annually, upon the terms and conditions set forth herein; however, the
parties have the right, at the election of the Company, to change the terms
of
this Agreement by the execution of an Addendum Agreement by each
party.
1
3.
Compensation.
3.1
Salary.
During
the Term, the Company shall pay Executive a Base Salary at the rate of One
Hundred Twenty Five Thousand ($125,000.00) Dollars per annum. Base Salary shall
be payable in accordance with the ordinary payroll practices of the Company,
but
no less frequently than semi-monthly. Unless this Agreement is terminated,
extended or a new Agreement is negotiated, at the end of the initial Term
hereof, the Executive’s Base Salary shall increase at the rate of fifteen (15%)
percent, per annum, thereafter, and, as so increased, shall constitute “Base
Salary” hereunder.
3.2
Bonus.
As
an
inducement to the Executive, during the Term of this Agreement and any renewal
or extension period thereafter, the Executive shall be entitled to receive
an
annual Bonus of up to: (i) One Hundred (150%) percent of her then Base Salary
in
cash and, (ii) Two Hundred (225%) of her then Base Salary in Company Common
Stock, which may include Stock Options, Restricted Stock and/or Deferred
Compensation, pursuant to the terms of the Executive Bonus Plan, which is a
weighted Formula based upon the approved Budget by the Company’s Board of
Directors and/or its Compensation Committee. Under the terms of said Executive
Bonus Plan, there are three (3) equal components to the Budget, to wit: (a)
Sales of Professional Services; (b) Gross Profit Percentage of Professional
Services; and (c) Net Income of Professional Services. In the event that the
Company successfully achieves 100% to 149% of the approved Budget Target
(whether for a, b or c, above), then the Executive shall be entitled 100% of
his
Base Salary, times one-third (representing equal weight for each category,
a, b
or c, above). In the event that the Company successfully achieves 150% to 199%
of the approved Budget Target (whether for a, b or c, above), then the Executive
shall be entitled 125% of her Base Salary, times one-third (representing equal
weight for each category, a, b or c, above). Likewise, in the event that the
Company successfully achieves 200% or more of the approved Budget Target
(whether for a, b or c, above), then the Executive shall be entitled 150% of
his
Base Salary, times one-third (representing equal weight for each category,
a, b
or c, above). In no event shall the three (3) Bonus components identified above,
when combined, exceed 150% of the Executive’s Base Salary, then in effect for
the cash component of the Bonus. The Executive shall exclusively determine
whether said cash component of the Bonus, if any, shall be paid in the form
of
Cash or the issuance of Company Stock, or a combination thereof.
3.3
Compensation
Plans and Programs.
Executive shall be eligible to participate in any Compensation Plan or Program
[401(k) Stock Option Plan] maintained by the Company in which other Executives
or employees of the Company participate, on similar terms.
3.4
Loans. Under
no
circumstances may the Executive receive a Loan from the Company, of any kind
or
fashion, or of any duration, whatsoever.
4.
Employee
Benefits.
4.1
Medical,
Dental and Vision Benefit Plans. The
Company shall provide to the Executive and her Family, during the Term of his
employment, or any renewal or extension thereafter, with coverage under all
Employee medical, dental and vision benefit programs, plans or practices adopted
by the Company and made available to all employees of the Company.
2
4.2
Life
and Disability Insurance Benefit Plans. The
Company shall provide Executive during the Term of her employment, or any
renewal or extension thereafter, with coverage under all Employee life insurance
and disability insurance plans as may be adopted and in effect by the Company
and made available to all employees of the Company.
4.3
Vacation
Benefit. The
Executive shall be entitled to four (4) weeks paid vacation in each calendar
year (but no more than ten [10] consecutive business days at any given time),
which shall be taken at such times as are consistent with Executive’s
responsibilities hereunder. The Executive’s vacation schedule shall be submitted
and approved by the Company. The Executive agrees and understands that vacation
days shall not
be taken
during any period upon which the Company is undergoing a financial audit by
its
approved Financial Auditors. Unless otherwise approved by the Company, any
vacation days not taken in any calendar year shall be forfeited without payment
therefore.
4.4
Expenses.
The
Executive is authorized to incur reasonable expenses in carrying out her duties
and responsibilities under this Agreement, including expenses for travel,
automobile (mileage reimbursement calculated at IRS prevailing rates) and
similar items related to such duties and responsibilities. The Company will
reimburse Executive for all such expenses upon presentation by Executive on
a
monthly basis of appropriately itemized and approved (consistent with the
Company’s policy) accounts of such expenditures. In addition, the Executive
shall be entitled to an annual Ten Thousand ($10,000.00) Dollar automobile
allowance. Any increase in the automobile allowance, at the end of the initial
Term hereof, shall be in the sole and reasonable discretion of the Company
and
its Board of Directors.
5.
Termination
of Employment.
The
Company may terminate Executive’s employment at any time for any
reason.
5.1
Termination
Not for Cause. If
Executive’s employment is terminated by the Company other than for Cause (as
defined in Section 5.2, below) or due to a Change in Control, Executive shall
receive a severance payment equal to one (1) year’s Base Salary and benefits,
including any earned and/or accrued Bonus, as in effect immediately prior to
such termination, payable in accordance with the ordinary payroll practices
of
the Company, but not less frequently than semi-monthly following such
termination of employment. For purposes of this Agreement, “Change in Control”
shall mean greater than 50% of the Company’s presently existing Management Team
has been replaced.
5.2
Termination
for Cause; Voluntary Termination by Executive; Death or Disability.
A)
For
purposes of this Agreement, “Cause” shall mean any of the
following:
(i)
Willful malfeasance or willful misconduct by Executive in connection with her
employment;
3
(ii)
Continual refusal by Executive to perform her duties hereunder or any lawful
direction of the Board of Directors of the Company within ten (10) days after
notice of such refusal to perform such duties or direction was given to the
Executive;
(iii)
Any
breach of the provisions of Section 7 of this Agreement by Executive or any
other material breach of this Agreement by Executive; or
(iv)
The
commission and conviction by Executive of (a) any felony, or (b) a misdemeanor
involving moral turpitude, including but not limited to the Executive’s abuse of
drugs or alcohol.
B)
For
purposes of this Agreement, “Permanent Disability” shall mean a disability that
would entitle Executive to receive benefits under the Company’s long-term
disability plan as in effect from time to time or which prevents the Executive
from performing her duties hereunder for one hundred eighty (180) consecutive
days or more.
C) In
the
event that Executive’s employment is terminated (i) by the Company for
Cause;
(ii) by the Executive on a voluntary basis; (iii) as a result of the Executive’s
permanent disability; or (iv) by the Executive’s death, then Executive or her
Estate shall only be entitled to receive Base Salary and Bonuses already earned
and accrued through the date of termination.
In
the
event of termination by the Executive’s death or permanent disability, all such
benefits identified herein shall be maintained and in effect for six (6)
additional months by the Company. Any and all such unvested benefits (i.e.
401K,
restricted stock or stock options) shall immediately vest. After the termination
of Executive’s employment under this Section 5.2 and payment of all amounts due
to Executive under the terms of this Agreement, the obligations of the Company
under this Agreement to make any further payments, or provide any benefits
specified herein (other than benefits required to be provided by applicable
law
or under the terms of any employee benefit of the Company in which the Executive
was a participant) to Executive shall thereupon cease and terminate. Termination
of the Executive pursuant to this Section 5.2 shall be made by delivery to
Executive of a Notice from the Board of Directors of the Company.
6.
No
Conflicts of Interest.
The
Executive shall not, directly or indirectly, engage or become interested in
any
other business, whether or not such business is competitive with the business
of
the Company, during the period of the Executive’s employment hereunder, or any
renewals or extensions thereof.
4
7.
Nondisclosure
of Confidential Information.
The
Executive shall not, without the prior written consent of the Company, use,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation, competitor or other entity, any Confidential Information pertaining
to the business or affairs of the Company, except (i) while employed by the
Company, in the business of and for the benefit of the Company, or (ii) when
required to do so by a Court of Competent Jurisdiction, by any Governmental
Agency having supervisory authority over the business of the Company, or by
any
Administrative body or Legislative body (including a Committee thereof) with
Jurisdiction to order the Executive to divulge, disclose or make accessible
such
information.
For
purposes of this Section 7, “Confidential Information” shall mean non-public
information concerning financial data, strategic business plans, sales or
marketing plans, or other proprietary marketing data, proprietary information,
contracts or agreements with customers, vendors or consultants, and other
non-public, proprietary and confidential information of the Company that is
not
otherwise available to the public (other than by the Executive’s breach of the
terms hereof).
8.
Specific
Performance.
Since
the
Company will be irreparably damaged if the provisions of Sections 6 and 7 hereof
are not specifically enforced, the Company shall be entitled to an injunction
restraining any violation of this Agreement by the Executive (without any bond
or other security being required), or any other appropriate decree of specific
performance. Such remedies shall not be exclusive and shall be in addition
to
any other remedy which the Company may have.
9.
Notices.
All
notices or communications hereunder shall be in writing, addressed as
follows:
To
the Company: Juma
Technology, Corp.
Attn: Xxxxx Xxxxxxxx, President
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
To the Executive: Xxxxxxx X. Xxxxx
c/o Juma Technology, Corp.
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, President
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
To the Executive: Xxxxxxx X. Xxxxx
c/o Juma Technology, Corp.
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Any
such
notice or communication shall be delivered by hand or by courier or sent
certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in
a
notice duly delivered as described above), and the third business day after
the
actual date of mailing shall constitute the time at which notice was
given.
5
10.
Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not operate or be construed as a Waiver of the right
to
insist upon strict adherence to that term or any other term of this Agreement
or
any other occasion. Any Waiver must be in writing with proper notice given
as
per Section 9, above.
11.
Separability.
If
any
provision of this Agreement shall be declared to be invalid or unenforceable,
in
whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof, which shall remain in full force and
effect.
12.
Assignment.
This
Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of Executive and the assigns and successors of the Company,
but
neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise subject to hypothecation by Executive (except by will
or
by operation of the laws of intestate succession) or by the Company, except
that
the Company may assign this Agreement to any successor (whether by merger,
purchase or otherwise) of all or substantially all of the stock, assets or
businesses of the Company, if such successor expressly agrees to assume the
obligations of the Company hereunder.
13.
Amendment.
This
Agreement may only be changed, modified or amended by written agreement of
the
parties hereto. Any alleged oral modifications or amendments shall be deemed
null and void.
14.
Beneficiaries;
References.
The
Executive shall be entitled to select (and change to the extent permitted under
applicable law) a beneficiary or beneficiaries to receive any compensation
or
benefit payable hereunder following the Executive’s death, and may change such
election, in either case by giving the Company written notice thereof. In the
event of the Executive’s death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where appropriate,
to refer to his beneficiary, estate or other legal representative. Any reference
to the female gender in this Agreement shall include, where appropriate, the
masculine.
15.
Survival.
Notwithstanding
the termination of the Executive’s employment hereunder, the provisions hereof
shall, unless the context otherwise requires, survive such
termination.
6
16.
Complete
Agreement.
This
Agreement contains the entire understanding between the parties and is intended
to be the complete and exclusive statement of the terms and conditions of the
agreement between the parties and supersedes in all respects any prior agreement
or understanding between the Company and the Executive as to employment
matters.
17.
Withholding.
The
Company shall be entitled to withhold from payment to the Executive, any amount
of withholding required by law.
18.
Governing
Law.
This
Agreement shall be construed, interpreted and governed in accordance with the
laws of the State of New York, without reference to rules relating to conflicts
of law.
19.
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as
of the date first above written.
|
JUMA
TECHNOLOGY, CORP.
|
EXECUTIVE
|
|
/s/
Xxxxx
Xxxxxxxx
|
/s/
Xxxxxxx X.
Xxxxx
|
|
By:
Xxxxx Xxxxxxxx
|
By:
Xxxxxxx X. Xxxxx
|
|
President & CEO
|
Executive Vice President
|
7
