EXHIBIT 10.5
EMPLOYMENT AGREEMENT
Agreement dated February 5, 2004, between ADZONE RESEARCH, INC. (hereinafter the
"company") and Xxxxxxx X. Xxxxxxx III (hereinafter the "employee")
The company employees the employee, and the employee agrees to be
employed, Following terms and conditions:
EMPLOYMENT - Employment continues as outlined effective today, February 5,
2004 and will end on February 5, 2007 (Employment Period)
SALARY - The Company shall pay Employee a salary plus stock options of
(see exhibit A) per year, payable as a weekly payroll check.
POSITION - The Company hires the Employee as CEO
OTHER AGREEMENTS - Medical and Dental insurance is fully paid for the
employee by the Company during the employment period. Company shall
reimburse or pay for reasonable company vehicle expenses including lease
or purchase payments, gas, tolls and repairs.
LEGAL REPRESENTATION - AdZone Research agrees to defend employee against
any and all legal claims and litigation. In addition AdZone Research
further agrees to pay all expenses arising from any and all litigation,
including but not limited to attorney's fee's legal fee's, misc. expenses,
. Legal representation for Xxxxxxx X. Xxxxxxx will continue beyond the
term of this contract and will continue for the remainder of Xxxxxxx X.
Xxxxxxx'x life.
SETTLEMENT BY ARBITRATION - Any claim or controversy that arises out of or
relates to this agreement, will be settled by arbitration. If any
provision of this agreement is held invalid, the other provisions of this
agreement will remain in effect. ORAL MODIFICATIONS ARE NOT BINDING. THIS
AGREEMENT SUPERSEDES ALL PREVIOUS EMPLOYMENT AND OTHER AGREEMENTS BETWEEN
XXXXXXX X. XXXXXXX AND ADZONE RESEARCH.
EFFECT OF PRIOR AGREEMENTS - This agreement supersedes any prior agreement
between AdZone Research and Xxxxxxx X. Xxxxxxx III. The company assumes
all outstanding unpaid back salary liability under previous contracts with
AdZone Interactive, Inc.
ADZONE RESEARCH, INC
Company Name
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Authorized Signature
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Employee Signature
Employment Agreement
EXHIBIT A
Position: CEO
Effective Date: February 5, 2004
Base Salary: 2004 $161,000 annual
2005 $181,000 annual
2006 $191,000 annual
2007 $208,000 annual
The initial base salary shall be reduced to $1500 per week
until such time as the company reaches a cash flow positive
position for at least 1 month, or the company raises at least
$2 Million within 12 months, or management deems that the
companies cash position is sufficient to support an increase.
No additional salary above the reduced base shall accrue as
back salary during the first 6 months of this contract.
Bonuses: Quarterly Qualitative Bonus of $ 10,000
2nd Year, Year end Qualitative Bonus of $ 25,000
Profitability Bonus, if the company reaches annual
profitability employee will receive a $100,000 bonus plus
250,000 shares in stock.
Employee shall receive an annual bonus as follows; .5% of the
previous years revenues plus 3.5% of the previous years
profits plus .5% of the transaction price of any acquisition.
The Board of Directors shall at it's discretion grant up to an
additional $100,000 in bonus to the employee on an annual
basis.
Stock Options: The employee shall receive options to purchase 3,000,000
(Three Million) shares as follows.
Options for 750,000 shares at $.85 (85 cents)
Options for 750,000 shares at $1.00 (1 dollar)
Options for 750,000 shares at $1.50 (1 dollar and 50 cents)
Options for 750,000 shares at $1.75 (1 dollar and 75 cents)
Additionally the employee shall receive the following
3,000,000 options upon the company achieving $500,000 in total
revenues prior to March 31, 2005.
Options for 750,000 shares at $.85 (85 cents)
Options for 750,000 shares at $1.00 (1 dollar)
Options for 750,000 shares at $1.50 (1 dollar and 50 cents)
Options for 750,000 shares at $1.75 (1 dollar and 75 cents)
All the options granted above shall be exercisable for 6 years from the date of
granting. Additionally the company shall maintain any existing options under
previous contracts.
Additional Incentives: Xxxxxxx X. Xxxxxxx will receive 5% of all sales he is
involved with.
ADZONE RESEARCH, INC.
Company Name
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Authorized Signature
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Employee Signature
