EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement ("Agreement") is made and effective this
1st day of June, 1999, by and between View Systems, Inc. a Florida corporation
whose principal place of business is 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00,
Xxxxxxxxx, Xxxxxxxx 00000 (the "Company") and Xxxxxxx Than, 00 Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000 ("Executive").
WHEREAS, the Company wishes to assure itself of the benefit of
Executive's services, experience and loyalty, and Executive has indicated his
willingness to provide his services, experience and loyalty on the terms and
conditions set forth herein:
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the parties hereto agree as
follows:
1. Employment.
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Subject to approval of its board of directors, Company hereby
employs Executive as its President and Chief Executive Officer and Executive
hereby accepts such employment in accordance with the terms of this Agreement.
In the event of any conflict or ambiguity between the terms of this Agreement
and terms of employment applicable to regular employees, the terms of this
Agreement shall control. Election or appointment of Executive to another office
or position, regardless of whether such office or position is inferior to
Executive's initial office or position, shall not be a breach of this Agreement.
2. Duties of Executive.
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The duties of Executive shall include the performance of all
of the duties typical of the office held by Executive and such other duties and
responsibilities as may be assigned by the Chairman of the Board of Directors
(the "Chairman") and/or the directors of the Company.
3. Exclusivity.
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(a) Executive shall faithfully, industriously, and to the best
of Executive's ability, serve the Company, shall in all respects conform to and
comply with the lawful and reasonable directions and instructions given to him
by the Directors and Officers of the Company having authority over him and shall
perform all duties in a professional, ethical and business like manner and
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promote and serve the interests of the Company.
(b) Executive shall not engage in activities which would
interfere significantly with his faithful performance of his duties hereunder.
4. Compensation.
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Executive shall be paid compensation during this Agreement as
follows:
(a) An initial base salary of $10,000.00 per month, payable
according to the Company's regular payroll schedule. This base salary may be
adjusted from time to time by the Company's board of directors or a committee of
the Company's board of directors; provided that the base salary shall not be
less than the initial base salary, unless the parties mutually agree otherwise.
Company shall deduct or withhold all taxes and charges that company may be
required to deduct or withhold from salary.
(b) An incentive bonus to be determined by the Board of
Directors of Company based upon Company's performance and the results achieved
by Executive in his job performance.
(c) Options, pursuant to the Stock Option Plan that is adopted
by Company, to purchase shares of Company Common Stock, such Options to accrue
and to be granted in the event that Executive is employed and according to a
determined schedule. The Options shall be earned and vest in Executive in
accordance with a set schedule.
(d) A per annum1 payment2 of 480,000 shares of common stock in
exchange for the non-compete provisions contained in paragraph 7 below.
5. Benefits.
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(a) Expense Reimbursement. Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and entertainment,
incurred by Executive in the performance of Executive's duties. Executive will
maintain records and written receipts.
(b) Benefit Plans. Executive shall be entitled to participate
in such employee benefit plans as Company shall establish for Executives from
time to time.
6. Rights to Work Product.
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In consideration of Executive's original and continuing
employment under this Agreement, it is agreed and understood that Executive
shall disclose to Company all inventions,
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1Accrued from the beginning of the calendar year and payable in whole regardless
of length of service for the year.
2Payable upon request.
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improvements, designs, information, reports, studies, other tangible or
intangible material of any nature whatsoever produced or as a result of any of
the services performed by Executive hereunder and all copies of any of the
foregoing. Executive hereby irrevocably grants, assigns, transfers and sets over
unto Company all right, title and interest of any kind, nature or description in
and to the above referenced work product and Executive shall not be entitled to
make use of the work product except as may be expressly permitted in this
Agreement. Executive agrees to executive: (i) any and all documents and; (ii)
provide all such assistance, as is reasonably requested by Company in connection
with the registration and protection by litigation or otherwise of any patents,
copyrights, trademarks or other proprietary rights in the work product produced
hereunder (including any reissues thereof.)
7. Confidential Information and Noncompetition.
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(a) Confidential Information. Executive recognizes that the
services to be performed by him/her hereunder are special, unique and
extraordinary in that, by reason of his employment hereunder, he may acquire or
has acquired confidential information and trade secrets concerning the operation
of the Company, the use or disclosure of which could cause Company substantial
loss and damages that could not be readily calculated and for which no remedy at
law would be adequate. Accordingly, in consideration of Executive's original and
continued employment by Company in a capacity in which he may receive or
contribute to the production of confidential information, and the payment
specified in paragraph 4d above, Executive agrees and acknowledges that all
tangible and intangible information obtained or developed, and in connection
with the performance of this Agreement (including information developed by
Executive as part of his/her performance of services) which is so designated by
Company, shall be considered to be confidential and proprietary information
which contains valuable business information and trade secrets of company
relating to its business practices and critical to its competitive position in
the marketplace.
(i) Information publicly known that is generally employed
by the trade at or after the time Executive first learns of such information or
generic information or knowledge which Executive would have learned in the
course of similar employment or work elsewhere in the trade, shall not be deemed
part of the company confidential information.
(ii) All notes, materials or records, of any kind, in any
way incorporating or reflecting any of the Company confidential information
shall belong exclusively to Company and Executive agrees to turn over all copies
of such materials in his control to Company upon termination of this Agreement.
(iii) Executive agrees during the term of this Agreement
and thereafter to hold in confidence and not to directly or indirectly reveal,
report, publish, disclose or transfer any of the Company confidential
information to any person or utilize any of the Company confidential information
for any purpose, except in the course of his/her work for the Company.
(iv) Executive agrees to notify Company promptly and in
writing of any circumstances of which Executive has knowledge relating to any
possession, use or knowledge of any portion of the Company confidential
information by any unauthorized person.
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(b) No Competing Employment. In consideration of the payment
specified in paragraph 4(d) above, for so long as Executive is employed by
Company, and for one calendar year following termination of this Agreement,
Executive shall not, unless her receives prior written consent from the Board of
Directors, directly or indirectly, own an interest in, manage, operate, join,
control, lend money or render financial or other assistance to or participate in
or be connected with, as an officer, employee, partner, stockholder, consultant
or otherwise, any individual, partnership, firm, corporation or other business
entity that materially competes with the Company. This covenant shall survive
termination of this Agreement.
(c) No Interference. Inconsideration of the payment specified
in paragraph 4(d) above, during the term of this Agreement, and for one calendar
year following termination of this Agreement, Executive shall not, whether for
his own account or for the account of any other individual, partnership, firm,
corporation, or other business organization (other than the Company),
intentionally solicit, endeavor to entice away from Company or otherwise
interfere with the relationship of Company with any person who is employed by or
otherwise engaged to perform services for Company (including, but not limited
to, any employees of Company's venture partners and independent sales
representatives or organizations) or any person or entity who is, or was within
the then most recent twelve (12) month period, a customer or client of the
Company. This covenant shall survive termination of this Agreement.
8. Term and Termination.
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(a) The Initial Term of this Agreement shall commence on the
effective date noted above and it shall continue in effect unless terminated by
either party upon sixty (60) days written notice.
(b) This Agreement and Executive's employment may be
terminated by Company at its discretion at any time, provided that if the
termination is without cause, for a period of three years following such
termination, Executive shall be paid his base salary and a bonus for each of the
three years equivalent in value to the bonus received in the year prior to his
termination.
(c) This Agreement may be terminated by Executive at
Executive's discretion by providing at least sixty (60) days prior written
notice to the Company. In the event of termination by Executive pursuant to this
subsection, Company may immediately relieve Executive of all duties and
immediately terminate this Agreement, provided that company shall pay Executive
the compensation Executive has earned hereunder to the termination date included
in Executive's original termination notice.
(d) In the event Company is acquired, or is the non-surviving
party in a merger, or sells all or substantially all of its assets, this
Agreement shall not be deemed terminated as a result thereof.
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9. Notices.
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Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized overnight
deliver services:
If to Company:
View Systems, Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, Xxxxxxxx 00000
With copy to:
View Systems, Inc.
0000 Xxxxxx Xxxx, Xxxxx X
Xxxxxxxx, Xxxxxxxx 00000
Attn: ____________________
If to Executive:
Xxxxxxx Than
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
10. Entire Agreement.
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This Agreement constitutes the entire Agreement between the
parties with respect to the subject matter hereof and supersedes and merges all
prior proposals, understandings and all other agreement, oral or written between
the parties relating to such subject matter. Each party hereby acknowledges that
it has not entered into this Agreement in reliance upon any representation made
by the other party not embodied herein.
11. Headings.
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Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or intent.
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12. Assignment.
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(a) By Executive. Neither this Agreement nor any right, duty,
obligation or interest hereunder may be assigned or delegated by Executive
without the prior express written approval of Company, which may be withheld by
Company at Company's absolute discretion.
(b) By Company. This Agreement and all of the Company's rights
and obligations hereunder may be assigned, delegated or transferred by it to (i)
any venture partner of company or to any parent, subsidiary or affiliate of any
venture partner, or (ii) any business entity which at any time by merger,
consolidation or otherwise acquires all or substantially all of the assets of
the Company or to which Company transfers all or substantially all of its
assets. Upon such assignment, delegation or transfer, any such partner, parent,
subsidiary, affiliate or other business entity shall be deemed to be substituted
for all purposes as the Company hereunder.
(c) Binding Effect. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto, any successors to or assigns of
Company and Executive's heirs and the personal representatives of Executive's
estate.
13. Severability.
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If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including all
of the remaining terms, will remain in full force and effect as if such invalid
or unenforceable term had never been included.
14. Miscellaneous.
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(a) This Agreement may not be modified or altered except by a
written instrument executed by both parties.
(b) The parties agree that each provision in this Agreement is
deemed equally essential to each party.
(c) The failure of either of the parties to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
the waiver of any subsequent default of a similar nature.
(d) Either party shall be excused from performance and shall
not be liable for any delay in delivery or for non-delivery, in whole or in
part, caused by the occurrence of any contingency beyond the control of the
parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
View Systems, Inc. Executive
/s/ Xx. Xxxxxx Xxxxxxx /s/ Xxxxxxx Than
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By: Chairman of the Board By: President & CEO
Name: Xx. Xxxxxx Xxxxxxx Name: Xxxxxxx Than
Address: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, Xxxxxxxx 00000
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