GLOBAL SECURE CORP. EMPLOYMENT AGREEMENT
EXHIBIT 10.21
This Employment Agreement (“Agreement”) is made and entered into as of the 26th day of July,
2005, by and between Xxxxxxx Xxxxxxx Xxxxxx, having a principal residence address in the
Commonwealth of Virginia at 00000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000 (“Executive”) and
Global Secure Corp., a Delaware corporation (the “Company”).
The Company desires to employ Executive and Executive desires to be employed by the Company.
The parties wish to set forth the terms and conditions of Executive’s employment in a written
employment agreement.
The Company agrees to employ Executive, and Executive agrees to remain in the employ of the
Company, subject to the terms and conditions of this Agreement for the period commencing on July
26, 2005 (the “Effective Date”) and terminating on the second anniversary of the Effective Date
(the “Original Term”), unless earlier terminated as provided in Section 5. The Original Term shall
be extended automatically for additional one (1) year periods (each a “Renewal Term”), unless
notice that this Agreement will not be extended is given by either party to the other six (6)
months prior to the expiration of the Original Term or any Renewal Term (the period of Executive’s
employment hereunder within the Original Term and any Renewal Terms is referred to as the
“Employment Period”). The provisions of Sections 6, 7, 8, 9 and 10 shall survive any termination
of this Agreement.
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Notwithstanding the foregoing provisions, nothing herein shall preclude Executive, provided same
does not interfere with the Executive’s duties under this Agreement, from (i) participating with
the prior written consent of the Board of Directors as an officer or director of, or advisor to,
any other entity or organization which is engaged in religious, charitable or other community or
non-profit activities, (ii) investing in up to one percent (1%) of any class of securities of any
publicly held entity or organization; or (iii) delivering lectures or fulfilling speaking
engagements.
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Plan (the “Plan”) and, except as provided in this Agreement, the Company’s standard stock option
agreement for senior executives under which options are granted. Subject to the provisions set
forth in this Agreement, any Stock Options that are not vested at the time of termination of the
Executive’s employment with the Company shall immediately terminate and any vested options shall be
exercisable or forfeitable in accordance with the Plan and the stock option agreement. Executive
may receive such other awards of stock options or equity rights as may be granted by the Board of
Directors from time to time.
e. Upon a Change in Control (as defined in the Plan), all unvested Stock Options shall become
immediately vested and exercisable and, notwithstanding anything in the Plan or the option
agreement to the contrary, the Stock Options shall not be terminated without the consent of the
Executive pursuant to Section 7(d)(iv) of the Plan.
a. Executive shall be entitled to take four (4) weeks of paid personal time off (including
vacation, personal time and sick days) during each calendar year of the Employment Period. One
week of such personal time off may be carried over and taken in the following year. Executive will
also be eligible to participate in the Company’s sponsored benefit plans (including medical, dental
and other insurance), subject to applicable vesting periods and eligibility requirements. The
Company will pay 100% of the cost of coverage under the Company’s health coverage plan for
Executive’s entire family. The Company shall pay the cost of parking for the Executive at the
Company’s office in Washington, DC.
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upon the payment by the Company of any and all compensation that may be due and payable to
Executive for the fourteen-day period following the effective date of Executive’s termination.
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administrative, obtained or issued by the Securities and Exchange Commission, for any securities
violation involving fraud, including, for example, any such order consented to by Executive in
which findings of facts or any legal conclusions establishing liability are neither admitted nor
denied, provided that the Company specifically terminates Executive’s employment for Cause
hereunder within 120 days from the date the Company has actual notice of such order.
iv. In any case, if the Company desires to terminate Executive’s employment for Cause in
accordance with Sections 5(a)(iii)(a) or (f), it shall first give written notice of the facts and
circumstances providing the basis for Cause to Executive, and allow Executive 30 days from the date
of such notice to remedy, cure or rectify, if possible, the situation giving rise to the Company’s
allegations of Cause (the “Cure Period”); provided, however, that Executive shall have only one
such opportunity to cure, regardless of the grounds on which Cause is asserted, during the
Employment Period. During the Cure Period, the Executive may not be entitled to payment of any
compensation, in the Company’s sole discretion; provided, however, that if Executive’s compensation
is withheld and Executive successfully remedies, cures, or rectifies the situation giving rise to
the Company’s notice of Cause during the Cure Period, resulting in the Company’s withdrawal of its
written notice of Cause, Executive shall be compensated for the Cure Period.
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iv. In any case, if Executive desires to terminate his employment for Good Reason in
accordance herewith, he shall first give written notice of the facts and circumstances providing
the basis for Good Reason to the Board, and allow the Company 30 days from the date of such notice
to remedy, cure or rectify the situation giving rise to Good Reason.
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any applicable severance payments, if any, to the Company if prior to the end of one year following
Executive’s termination of employment, Executive has obtained employment with any other person,
except to the extent such employment results in a breach of the Non-Competition provisions of this
Agreement.
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i. “Non-Competition Term” means the following period of time after the termination of the
Executive’s employment with the Company: (A) if the Executive terminates his employment without
Good Reason, one (1) year after the Date of Termination; (B) if Executive’s employment is
terminated by the Company for Cause, one (1) year after the Date of Termination; (C) if Executive
terminates his employment for Good Reason and the Company makes the Non-Competition Election, one
(1) year after the Date of Termination; (D) if the Company terminates Executive’s employment
without Cause and the Company makes the Non-Competition Election, one (1) year after the Date of
Termination; if the Executive, and (E) if Executive’s employment is terminated as a result of
Disability, one (1) year after the Date of Termination.
ii. “Non-Competition Election” means a written election delivered by the Company to Executive
not later than the later of (A) seven days after the Date of Termination or (B) seven days after
the end of the Severance Period, pursuant to which the Company elects to make the Non-Competition
Payment and therefore to have the provisions of Section 6(a) apply for the post-employment portion
of the applicable Non-Competition Term.
iii. “Non-Competition Payment” means an amount equal to the then Base Salary, which shall be
paid in equal installments at the same time Base Salary would have been payable had the Executive’s
employment not been terminated.
iv. “Date of Termination” means the date that the Executive’s employment with the Company
terminates.
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i. application, operating system, data base, communication and other computer software,
whether now or hereafter existing, developed for use on any operating system, all modifications,
enhancements and versions and all options available with respect thereto, and all future products
developed or derived therefrom;
ii. source and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
compilers, assemblers, design concepts and related documentation and manuals;
iii. production processes, marketing techniques and arrangements, mailing lists, purchasing
information, pricing policies, quoting procedures, financial information, customer and prospect
names and requirements, employee, customer, supplier and distributor
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data and other materials or information relating to the Company’s business and activities and the
manner in which the Company does business;
iv. discoveries, concepts and ideas including, without limitation, the nature and results of
research and development activities, processes, formulas, inventions, computer-related equipment or
technology, techniques, “know-how,” designs, drawings and specifications;
v. any other materials or information related to the business or activities of the Company
which are not generally known to others engaged in similar businesses or activities; and
vi. all ideas which are derived from or relate to Executive’s access to or knowledge of any of
the above enumerated materials and information. Failure to xxxx any of the Protected Information as confidential, proprietary or Protected
Information shall not affect its status as part of the Protected Information under the terms of
this Agreement. For purposes of this Agreement, the term. Protected Information shall not include
information which is or becomes publicly available without breach of (i) this Agreement, (ii) any
other agreement or instrument to which the Company is a party or a beneficiary or (iii) any duty
owed to the Company by Executive or any third party; provided, however, that Executive hereby
acknowledges and agrees that, except as otherwise provided in Section 7(a) hereof, if Executive
shall seek to disclose, divulge, reveal, report, publish, transfer or use, for any purpose
whatsoever, any Protected Information, Executive shall bear the burden of proving that any such
information shall have become publicly available without any such breach.
All discoveries and works made or conceived by the Executive during his employment by the Company,
jointly or with others, that relate to the Company’s activities shall be owned by the Company. The
term “discoveries and works” include, by way of example, inventions, computer programs (including
documentation of such programs), technical improvements, processes, drawings and work of
authorship. The Executive shall: (a) promptly notify, make full disclosure to, and execute and
deliver any documents requested by the Company to evidence or better assure title to such
discoveries and works in the Company; (b) assist the Company in obtaining or maintaining for itself
at its own expense United States and foreign patents, copyrights, trade secret protection or other
protection of any and all such discoveries and works; and (c) promptly execute, whether during the
Employment Period or thereafter, all applications or other
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endorsements necessary or appropriate to maintain patents and other rights for the Company and to
protect its title thereto. Executive shall simultaneously with the execution and delivery of this
Agreement execute and deliver to the Company the Company’s standard form Employee Invention
Agreement, the terms of which shall be in addition to and not in any way be in derogation,
limitation or restriction of the provisions of this Section 7.
Executive acknowledges and agrees that any breach of his obligations under Sections 6, 7 or 8 of
this Agreement will cause the Company irreparable injury for which the Company has no adequate
remedy at law. Accordingly, in the event Executive breaches or threatens to breach any of his
obligations set forth in such sections, the Company shall have the right to obtain an injunction or
decree of specific performance from any court of competent jurisdiction to restrain him from
violating those obligations or to compel him to perform those obligations, in addition to any other
rights the Company may have against Executive. Executive agrees that the Company may obtain such
injunctive or equitable relief without posting a bond.
d. No Third Party Materials or Documents. Executive further warrants that he has not brought
and will not bring to the Company or use in the performance of his responsibilities at the Company
any materials or documents of a third party, including without limitation a former employer, that
are not generally available to the public.
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If to the Company:
Global Secure Corp.
0000 Xxxxxxxx Xxxxxx, X
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: General Counsel
Facsimile: (000) 000-0000
e-mail: xxxxxxx@xxxxxxxxxxxxxxxx.xxx
0000 Xxxxxxxx Xxxxxx, X
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: General Counsel
Facsimile: (000) 000-0000
e-mail: xxxxxxx@xxxxxxxxxxxxxxxx.xxx
If to Executive:
to the address first written above.
e-mail: xxxxxxxx@xxx.xxx
e-mail: xxxxxxxx@xxx.xxx
or to such other address as the person to whom notice is to be given may have specified in a notice
duly given to the sender as provided herein.
d. Governing Law. This Agreement shall be governed by the laws of the District of Columbia,
without regard to its conflict of laws provisions. Executive hereby irrevocably consents to, and
waives any objection to the exercise of, personal jurisdiction by the state and federal courts
located in the District of Columbia with respect to any action or proceeding arising out of this
Agreement.
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Company, whether by merger, consolidation, or transfer of all or substantially all of its assets or
otherwise.
[signatures on following page]
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| Global Secure Corp. | ||||
By: |
/s/ Xxxxx Xxxxxx |
|||
Name: |
Xxxxx Xxxxxx |
|||
Title: |
CEO & Pres |
|||
Executive
By:
|
/s/ Xxxxxxx Xxxxxxx Xxxxxx | |||||
Name:
|
Xxxxxxx Xxxxxxx Xxxxxx |
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