EMPLOYMENT AGREEMENT
VIEW SYSTEMS, INC.
This Agreement (hereinafter "Agreement") is entered into between
View Systems, Inc.,
whose principal place of business is 0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000 ("Employer")
And
Xxxxxxx Than
("Employee")
In consideration of the employment or continued employment of Employee by
Employer, Employer and Employee agree as follows:
1. Employment, Complete Agreement and Modification
Commencing January 01, 2003, Employer agrees to employ or continue to
employ Employee and Employee agrees to be employed by Employer on the terms
and conditions set forth herein. This Agreement supersedes all previous
correspondence, promises, representations, and agreements, if any, either
written or oral. No provision of this Agreement may be modified except by a
writing signed both by Employer and Employee.
2. Duties
Employee shall continue to function as CEO of View Systems. In the
capacity of CEO of View Systems, the duties shall be to further develop
products and the transfer of technologies for other potential products. As CEO
of View systems, Employee shall occupy a directorship on the Board of
Directors. His duties shall include corporate development and staff
development as it pertains to his responsibility. Employee shall perform any
and all duties now and hereafter assigned to Employee by Employer, or
performed by Employee whether or not assigned to Employee. Employee agrees to
abide by Employer's rules, regulations, and practices, including those
concerning work schedules, vacation and sick leave, as they may from time to
time be adopted or modified.
3. Termination of Employment
This employee is employed at will. Employer may terminate Employee at any
time with or without cause. Employee may terminate Employee's employment at
any time with or without cause. Employer shall provide Employee either thirty
(30) days prior written notice of termination or severance pay in an amount
equal to Employee's salary on the date of termination for thirty (30) days.
Employee shall provide Employer thirty (30) days prior written notice of his
or her termination.
4. Compensation, Health Insurance and other Considerations
The annual salary shall be $100,000 paid in semi-monthly increments.
In addition, Employee shall receive 50,000 shares of common stock for each
month of service, which may be issued in quarterly increments or upon
employee's request.
Employee shall be eligible from time to time for bonuses, additional
compensation and reward as determined by the Chief Executive Officer and the
Board of Directors. Employee shall report to the Board of Directors.
Employee may, at the employer's option, receive a group health benefit
from Employer as determined by the Management of this company. The company can
provide this health insurance coverage through either a plan maintained by its
subsidiaries or affiliates, or a plan maintained by Employer.
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The employee as a founder of the company, shall receive special
treatment in case of unfriendly takeover within this employment time. This
special treatment is defined in Section 11.
Employee will accrue to his benefit payroll and will be paid the unpaid
balance when company has sufficient funds to "catch-up" on arrears.
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5. Duty to Devote Full time and to Avoid Conflict of Interest
Employee agrees that during the period of employment, employee shall
devote full-time efforts to his or her duties as an employee of Employer.
During the period of employment, Employee further agrees not to (i) solely or
jointly with others undertake or join any planning for or organization of any
business activity which would directly compete with the business activities of
Employer; and (ii) directly or indirectly, engage or participate in any other
activities in conflict with the best interest of Employer. And (iii) directly
or indirectly reduce the profitability of transactions or sales made or
potentially made by the company.
6. Information Disclosed Remains Property of Employer
All ideas, concepts, information, and written material disclosed to
Employee by Employer acquired from a customer or prospective customer of
Employer, are and shall remain the sole and exclusive property and proprietary
information of Employer, or such customers, and are disclosed in confidence by
Employer or permitted to be acquired from such customers in reliance on the
Employee's agreement to maintain them in confidence and not o use or disclose
them to any other person except in furtherance of Employer's business.
7. Inventions and Creations Belong to Employer
Inventions, discoveries, improvements, or creations (collectively
"Creations") which Employee has conceived or made or may conceive or make
during the period of employment, or the period of employment by any
subsidiary/corporate affiliates of Employer, directly connected with
Employer's business (including the business of its subsidiaries/corporate
affiliates) shall be the sole and exclusive property of Employer. Employee
agrees that all copyrightable works created by Employee or under Employer's
direction in connection with Employer's business are "works made for hire" and
shall be the sole and complete property of Employer and that any and all
copyrights to such works shall belong to Employer. To the extent such works
are not deemed to be "works made for hire," Employee hereby assigns all
proprietary rights, including copyright, in these works to Employer without
further compensation.
As related to View products, Employee further agrees to (i) disclose
promptly to Employer all such Creations which Employee has made or may make
solely, jointly or commonly with others; (ii) assign all such Creations to
Employer; and (iii) execute and sign any and all applications, assignments or
other instruments which Employer may deem necessary in order to enable it, at
its expense, to apply for, prosecute, and obtain copyrights, patents or other
proprietary rights in the United States and foreign countries or in order to
transfer to Employer all right, title, and interest in said Creations.
8. Confidentiality
a. Definition. During the term of employment with Employer, Employee
will have access to and become acquainted with various trade secrets and other
proprietary and confidential information which are owned by Employer and which
are used in the operation of Employer's business. "Trade secrets and other
proprietary and confidential information" consist of, for example, and not
intending to be inclusive, (i) software (source and object code), algorithms,
computer processing systems, techniques, methodologies, formulae, processes,
compilations of information, drawings, proposals, job notes, reports, records
and specifications; and (ii) information concerning any matters relating to
the business of Employer any of its customers, customer contact, licenses, the
prices it obtains or has obtained for the licensing of its software products
and services or hardware, or any other information concerning the business of
the Employer and Employer's good will.
b. No Disclosure. Employee shall not disclose or use in any manner,
directly or indirectly, any such trad secrets and other proprietary and
confidential information either during the term of this Agreement or for a
period of 3 years after termination, except as required in the course of
employment with Employer or by Order of a Court of competent jurisdiction over
Employee. Employee shall use his best efforts in complying with this
obligation.
9. Return of Material
Employee agrees that, upon request of Employer or upon termination of
employment, Employee shall turn over to Employer all documents, disks or other
computer media, or other material in his or her possession or under his or her
control that (i) may contain or be derived from ideas, concepts, Creations, or
trade secrets and other proprietary and confidential information as set forth,
or (ii) are connected with or derived from Employee's services to Employer,
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Inciting Employees to Leave Employer; Employment of Employees
Any attempt on the part of Employee to incite others to leave Employer's
employ, or the employee of Employer's subsidiaries or corporate affiliates, or
any effort by Employee to interfere with Employer's relationship with the
other employees would be harmful and damaging to Employer. Employee agrees
that during the term of employment and for a period of twelve (12) months
thereafter, Employee will not in any way, directly or indirectly (i) induce or
attempt to induce any employee of Employer (or its subsidiaries, corporate
affiliates) to quite employment Employer's subsidiaries, corporate
affiliates); (ii) otherwise interfere with or disrupt Employer's (or
Employer's subsidiaries, corporate affiliates) relationship with its
employees; (iii) solicit, entice, or hire away any Employee of Employer (or
Employer's subsidiaries, affiliates.
10. Non-solicitation of Business
For a period of twelve (12) months from the date of termination of
employment, Employee will not divert or attempt to divert from Employer (or
its subsidiaries, corporate affiliates) any business Employer (or its
subsidiaries, corporate affiliates) had enjoyed or settled from its customers
during the twelve (12) months prior to termination of his or her employment.
11. Remedies - Injunction
In the event of a breach or threatened breach by Employee of any of the
provisions of this Agreement, Employee agrees that Employer - in addition to
an not in limitation of any other rights, remedies, or damages available to
Employer at law or in equity shall be entitled to a permanent injunction in
order to prevent or restrain any such breach by Employee or by Employee's
partners, agents, representatives, servants, employees and/or any and all
persons directly or indirectly acting for or with Employee.
In the event of the conditions stated in Footnote #1 above, Employee
shall receive 12 months of salary, his stock ownership liquidated at market
value plus 20% and benefits as described above for a period of six months.
Stock ownership shall include shares employee would have received for the full
year of service.
12. Severability
In the event that any of the provisions of this Agreement shall be held
to be invalid or unenforceable to whole or in part, these provisions to the
extent enforceable and all other provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not
been included in the Agreement. In the event that any provisions relating to
the time period or scope of a restriction shall be declared by a court of
competent jurisdiction to execute the maximum time period or scope such court
deems reasonable and enforceable, then the time period or scope of the
restriction deemed reasonable and enforceable by the court shall become and
thereafter be the maximum time period or the applicable scope of the
restriction.
13. Governing Law
This Agreement shall be construed and enforced according to the laws of
the State of Maryland.
14. Agreement Read, Understood and Fair
Employee has carefully read and considered all provisions of this
Agreement and agrees that all of the restrictions set forth are fair and
reasonable and are reasonably required for the protection of the interest of
Employer.
View Systems, Inc. Xxxxxxx Than
EMPLOYER: EMPLOYEE:
Xx X. Xxxxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Than
-------------------------------- -----------------------------
Signature Signature
Representative of Board of Directors Xxxxxxx Than
____________________________ CEO
Date Date
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