January 8, 2007 Shixiong Chen Room 508, Venture Center Tianan Hi-Tech Park, No. 730 Yingbin Road Shiqiao Town, Panyu District Guangzhou, China, 511400 Dear Mr. Chen:
Exhibit
10.2
January
8, 2007
Xxxxxxxx
Xxxx
Room
508, Venture
Center
Tianan
Hi-Tech Park, No. 730
Yingbin
Road
Shiqiao
Town,
Panyu
District
Guangzhou, China, 511400
Dear
Xx.
Xxxx:
Sequiam
East, Inc. (“the Company”) is pleased to offer you the position of President and
CEO with an effective start date of January 1, 2007. This agreement is only
valid with the successful execution of a Stock Purchase Agreement of Magstone
Innovation, Inc. as described in that agreement. The resultant company created
will be renamed Sequiam East, Inc. or a similar name and you will serve that
entity as within this document.
As
President and CEO you will serve
the
Company faithfully, diligently and to the best of your ability, under the
direction of the President of Sequiam Corporation. You will render such services
during the term of employment from your present location in South Carolina,
and
you will be required to travel at the company’s expense to the Company’s
principal place of business, or at such alternate locations as may be necessary
in the performance of your duties.
You
will
have such duties and powers as
generally pertain to the office of President for both product development and
business development of said products, subject to the control of the President
of Sequiam Corporation. The
precise services and duties that you are obligated to perform may from time
to
time be changed, amended, extended or curtailed by the President of Sequiam
Corporation.
The
Term
of your employment shall commence on January 1, 2007 and continue thereafter
for
a term of eight (8) years, earlier termination subject to the terms and
conditions set forth below. You agree to serve a minimum of three (3)
years.
Item
#1--Annual Salary: The Company will pay you $120,000 annual salary for the
year
2007 in the form of Sequiam Corporation stocks and cash with cash portion no
less than $60,000. The salary can be adjusted for the following new calendar
year at the end of each year based on job performance review and the financial
performance of the Company.
Item
#2--Annual Cash Bonus: A
cash
bonus compensation payout beginning in 2007 and each year thereafter for your
entire term managing Sequiam East as CEO and President will be based on a direct
calculation of 1.25% of gross sales recognized by Sequiam East, Inc. over the
course of the year.
In
addition the company will grant you options to purchase one million five hundred
thousand (1,500,000) shares of Sequiam Corporation stock at $0.20 per share
in
accordance with the Sequiam Corporation 2003 Employee Stock Incentive Plan
(the
"Plan"). The
options will fully vest one year from the date of this agreement, or they will
vest immediately in the event of any earlier termination of employment by
Sequiam East, Inc. If on December 31, 2008 the net value of the options after
exercise is less than $1 million, then the Company shall grant additional
options such that the net value equals or exceeds $1 million.
During
the term of employment, you shall be entitled to participate in all medical
and
other employee benefit plans, including vacation, sick leave, retirement
accounts, profit sharing, stock option plans, stock appreciation rights, and
other employee benefits provided by the Company to employees of the same or
similar hierarchy.
The
Company shall reimburse you for reasonable and necessary expenses incurred
by
you on behalf of the Company in the performance of your duties provided that
such expenses are adequately documented in accordance with the Company's written
policies, which will be provided to you at the time they became
effective.
Your
employment can be terminated for cause. The Company shall have no obligations
beyond thirty days notice and payment through such date of all salary, benefits,
and bonuses (pro-rata) in the case of termination for cause. Termination for
cause shall be defined as, and limited to gross dereliction of executive duties,
including violation of any federal or state laws that materially impact the
company’s financial performance, its reputation or relationships with
customers.
You
shall
not, in any manner, for any reason, either directly or indirectly, divulge
or
communicate to any person, firm or company, any confidential information
concerning any matters not generally known in the biometrics industry or
otherwise made public by the Company which affects or relates to the Company’s
business, finances, marketing and operations, research, development, inventions,
products, designs, plans, procedures, or other data (collectively, “Confidential
Information”) except in the ordinary course of business or as required by
applicable law.
You
further agree that all documents and materials furnished to you by the Company
and relating to the Company’s business or prospective business are and shall
remain the exclusive property of the Company as the case may be. You shall
deliver all such documents and materials to the Company upon demand and in
any
event upon expiration or earlier termination of your employment. Any payment
of
sums due and owing to you by the Company upon such expiration or earlier
termination shall be conditioned upon returning all such documents and
materials.
All
ideas, inventions, and other developments or improvements conceived or reduced
to practice by you, alone or with others, during the term of your employment,
whether or not during working hours, that are within the scope of the business
of the Company or that relate to or result from any of the Company’s work or
projects or the services provided by you to the Company pursuant to this
Agreement, shall be the exclusive property of the Company. You agree to assist
the Company during your term, at the Company’s expense, to obtain patents and
copyrights on any such ideas, inventions, writings, and other developments,
and
agree to execute all documents necessary to obtain such patents and copyrights
in the name of the Company.
Welcome
to Sequiam East, Inc. We look forward to many successful years
together.
Sincerely,
Xxxx
X.
Xxxxxxxxxxx
Director
Sequiam
East, Inc.
Accepted
and agreed to:
______________________________ ______________________
Xxxxxxxx
Xxxx Date
