FORM OF EMPLOYMENT AGREEMENT
FORM
OF EMPLOYMENT AGREEMENT
THIS
AGREEMENT ("Agreement")
is
made and entered into this 15th day of May 2006 by and between _____________,
a
resident of _____, __________ (the "Executive")
and
Innova Holdings, Inc. (the "Corporation"),
a
Delaware corporation with its principal place of business in Fort Xxxxx,
Florida. The Corporation has three wholly owned subsidiaries (each a
“Subsidiary” and together the “Subsidiaries”),
namely, Robotic Workspace Technologies, Inc., Coro Xxxx Technologies, Inc.
and
Innova Robotics, Inc. Collectively, the Corporation and the Executive are
referred to herein as the "Parties"
and
sometimes individually as a "Party."
RECITALS:
A.
Executive has substantial experience which the Corporation believes valuable
in
its business and that of certain of its subsidiaries; and
B.
Corporation desires to employ the Executive as an executive of the Corporation
and such of its Subsidiaries as the Chief Executive Officer deems appropriate
and the Executive desires to accept such employment.
NOW
THEREFORE, in consideration of the promises, mutual covenants and agreements
contained herein, the Corporation and the Executive do hereby agree as
follows:
1. Employment
and Duties.
On the
terms and subject to the job conditions set forth in this Agreement, the
Corporation shall employ the Executive as an executive officer of the
corporation and such of its Subsidiaries as it believes appropriate and to
perform such duties as are consistent with such position as may be assigned,
from time to time, by the Chief Executive Officer of the Corporation and to
render such additional services and discharge such other responsibilities as
the
Corporation or designated Subsidiary may, from time to time, stipulate,
including without limitation serving as president of such designated Subsidiary.
The costs of salary, expenses, options, benefits and bonus related to all work
performed for a Subsidiary shall be allocated to that Subsidiary.
2. Performance.
The
Executive accepts the employment described in Paragraph
1
of this
Agreement and agrees to devote all of his business time and efforts to the
faithful and diligent performance of the services described therein, including
the performance of such other services and responsibilities as the Corporation
may, from time to time, stipulate.
3. Term.
The
term ("Term")
of
employment under this Agreement shall commence on May 15, 2006 (the
"Commencement
Date")
and
shall continue until the fifth anniversary date following the Commencement
Date
and shall be automatically renewable for successive one year periods, unless
terminated as provided herein. The Term of employment shall terminate:
1
a. after
three years from the Commencement Date, if either Party gives more than sixty
days prior written notice to the other Party that it wishes to terminate this
Agreement; and
b. immediately
upon receipt of written notice for Just Cause. For purposes of this Agreement,
the term "Just
Cause"
shall
mean the occurrence of any one or more of the following events: (i) the
breach by the Executive of his covenants under this Agreement; (ii) the
Executive's refusal to perform, or his substantial neglect of, the duties
assigned to the Executive pursuant to Paragraph 1
hereof;
(iii) the commission by the Executive of theft or embezzlement of
Corporation property or other acts of dishonesty; (iv) the commission by
the Executive of a crime resulting in injury to the business, property or
reputation of the Corporation or any affiliate of the Corporation or commission
of other significant activities harmful to the business or reputation of the
Corporation or any affiliate of the Corporation; (v) any significant
violation of any statutory or common law duty of loyalty to the Corporation;
(vi) Executive's neglect of his duties hereunder or his failure to devote the
time and attention to the Corporation's business required herein; or (vii)
Executive's intentional violation of Corporation's rules, regulations,
procedures or other policies.
On
the
effective date of termination of this Agreement for any reason, including,
without limitation, the expiration of the Term, and regardless of which Party
effects the termination, the Executive shall return to the Corporation all
Proprietary Information (as defined hereinafter), and any other property
belonging to the Corporation.
If
the
Corporation terminates Executive’s employment without Just Cause as set forth
above, the Executive shall be entitled to accrued but unpaid salary and benefits
through the date of termination and as a severance payment in lieu of any other
amount under this Agreement an amount equal to (i) one month salary. If
Executive is terminated for Just Cause, Executive shall be entitled only to
reimbursement for Benefits and Salary accrued but unpaid through the date of
termination and shall receive no amount for severance.
4. Compensation.
a.
Salary. During
the Term, the Corporation shall pay the Executive a salary in the amount of
Twelve Thousand Five Hundred Dollars ($12,500) per month.
b.
Bonus.
The
Executive shall not be entitled to an annual bonus unless so directed by the
Corporation’s Board of Directors.
c.
Stock
Options.
Corporation. shall grant 5,000,000 stock options to the Executive pursuant
to
the Corporation’s Stock Option Plan at an exercise of $.___/ share. All options
shall vest annually from the grant date over a three year period and shall
terminate on the tenth anniversary of the date of grant.
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d.
Expenses.
The
Corporation shall pay Executive’s out of pocket expenses provided such expenses
are within the Corporation’s guidelines. The Executive shall provide the
Corporation with an expense report and such substantiating documents as the
Corporation requests from time to time.
5. Benefits.
In
addition to the reimbursement of the ordinary out of pocket business expenses
described in 4.d, above, the Executive shall be eligible for such other benefits
as are offered to other executives in similar positions on such terms as the
Corporation shall determine in its sole discretion which as of the current
date
includes an executive medical program which includes dental and vision
coverage.
6. Location.
The
Executive shall perform the duties required of him at the office of CoroWare
Technologies, Inc. in the state of Washington and such other locations as the
Corporation may specify from time to time.
7. Confidentiality
of Information; Duty of Non-Disclosure.
c. The
Executive acknowledges and agrees that his employment by the Corporation under
this Agreement necessarily involves his understanding of and access to certain
trade secrets and confidential information pertaining to the business of the
Corporation. Accordingly, the Executive agrees that at all times after the
date
of this Agreement he will not, directly or indirectly, without the express
permission of the Corporation, disclose to or use for the benefit of any person,
corporation or other entity, or for himself any and all files, trade secrets
or
other confidential information concerning the internal affairs of the
Corporation, including, but not limited to, information pertaining to its
clients, services, products, earnings, finances, manufacturing, operations,
suppliers, including without limitation its overseas network of suppliers and
other relations, methods, distribution system or other activities ("Proprietary
Information");
provided, however, that the foregoing shall not apply to information which
is of
public record or is generally known, disclosed or available to the general
public or the industry generally. Further, the Executive agrees that he shall
not, directly or indirectly, remove or retain, without the express prior written
consent of the Corporation, and upon termination of this Agreement for any
reason shall return to the Corporation, any figures, calculations, letters,
papers, records, computer disks, computer print-outs, lists, documents,
instruments, drawings, designs, programs, brochures, sales literature, or any
copies thereof, or any information or instruments derived therefrom, or any
other similar information of any type or description, however such information
might be obtained or recorded, arising out of or in any way relating to the
business of the Corporation or obtained as a result of his employment by the
Corporation. The Executive acknowledges that all of the foregoing are
proprietary information, and are the exclusive property of the Corporation.
The
covenants contained in this Paragraph
7
shall
survive the termination of Executive's employment or this
Agreement.
8. Covenant
Not to Compete.
d. During
Employment Period.
During
the Term, the Executive shall not, without the prior written consent of the
Corporation, engage in any other business activity for gain, profit, or other
pecuniary advantage (excepting the investment of funds in such form or manner
as
will not require any services on the part of the Executive in the operation
of
the affairs of the companies in which such investments are made) or engage
in or
in any manner be connected or concerned, directly or indirectly, whether as
an
officer, director, stockholder, partner, owner, Executive, creditor, or
otherwise, with the operation, management, or conduct of any business that
competes with or is of a nature similar to that of the
Corporation.
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e. Following
End of Term.
| (i) |
Within
the thirty six (36) month period immediately following the termination
of
the Executive's employment with the Corporation, regardless of the
reason
therefore, the Executive shall not, without the prior written consent
of
the Corporation solicit, contact, interfere with, or divert any customer
served by the Corporation, or any prospective customer identified
by or on
behalf of the Corporation, or any supplier to the Corporation who
was a
supplier or prospective supplier during the Executive's employment
with
the Corporation, wherever located.
|
| (ii) |
In
addition during the twenty-four (24) month period immediately following
the termination of the Executive’s employment with the Corporation,
regardless of the reason therefore, the Executive shall not, engage
in or
in any manner be connected or concerned, directly or indirectly,
whether
as an officer, director, stockholder, partner, owner, Executive,
creditor,
or otherwise, with the operation, management, or conduct of any business
that competes with or is of a nature similar to that of the Corporation
or
any Subsidiary without the prior written approval of the
Corporation.
|
The
covenants contained in this Paragraph
8
shall
survive the termination of Executive's employment under this
Agreement.
9. Severability.
The
Executive agrees and acknowledges that the Corporation does not have any
adequate remedy at law for the breach or threatened breach by the Executive
of
the covenants contained in Paragraphs 7
and 8
of this
Agreement, and agrees that the Corporation shall be entitled to injunctive
relief to bar the Executive from such breach or threatened breach in addition
to
any other remedies which may be available to the Corporation at law or in
equity. The covenants of the Executive contained in Paragraphs
7 and 8
of this
Agreement shall each be construed as an agreement independent of any other
provision in this Agreement, and the existence of any claim or cause of action
of the Executive against the Corporation, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by the
Corporation of such covenants. If any part of any covenant or other term of
this
Agreement is determined by a court of law to be overly broad thereby making
the
covenant unenforceable, the parties hereto agree, and it is their desire, that
the court shall substitute a judicially enforceable limitation in its place,
and
that as so modified the covenant shall be binding upon the parties as if
originally set forth herein.
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10. Inventions,
Designs, and Secrecy.
Except
as otherwise provided in this Section 10 ,
the
Executive: (a) shall hold in a fiduciary capacity for the benefit of the
Corporation all secret or confidential information, knowledge, or data of the
Corporation or its business or production operations obtained by the Executive
during his employment by the Corporation, which shall not be generally known
to
the public or recognized as standard practice (whether or not developed by
the
Executive and shall not, during his employment by the Corporation and after
the
termination of such employment for any reason, communicate or divulge any such
information, knowledge or data to any person, firm or corporation other than
the
Corporation or persons, firms or corporations designated by the Corporation;
(b) shall promptly disclose to the Corporation all designs, inventions,
software programs, ideas, devices, and processes made or conceived by him alone
or jointly with others, from the time of entering the Corporation's employ
until
such employment is terminated and within the six
(6 ) month period immediately following such termination, relevant or
pertinent in any way, whether directly or indirectly, to the Corporation's
business or production operations or resulting from or suggested by any work
which he may have done for the Corporation or at its request; (c) shall, at
all times during employment with the Corporation, assist the Corporation in
every proper way (entirely at the Corporation's expense) to obtain and develop
for the Corporation's benefit patents or copyrights on such designs, software
programs, inventions, ideas, devices and processes including without limitation
software code or software for use in the robotics industry, whether or not
patented, trademarked, or copyrighted; and (d) shall do all such acts and
execute, acknowledge and deliver all such instruments as may be necessary or
desirable in the opinion of the Corporation to vest in the Corporation the
entire interest in such designs, inventions, ideas, devices, and processes
referred to above. The foregoing to the contrary notwithstanding, the Executive
shall not be required to assign or offer to assign to the Corporation any of
Executive’s rights in any design or invention for which no equipment, supplies,
facility, or trade secret information of the Corporation was used and which
was
developed entirely on the Executive’s own time, unless (a) the design or
invention related to (i) the business of the Corporation or (ii) the
Corporation's actual or demonstrably anticipated research or development, or
(b) the design, software or invention results from any work performed by
the Executive for the Corporation. The Executive acknowledges his prior receipt
of written notification of the limitation set forth in the preceding sentence
on
the Executive's obligation to assign or offer to assign to the Corporation
the
Executive's rights in designs and inventions.
10. Notice.
All
notices, demands, instructions and other communications required or permitted
to
be given to or made upon either Party hereto or any other person shall be in
writing and shall be personally delivered or sent by registered or certified
mail, postage prepaid, return receipt requested (with a copy by facsimile,
if
such Party has provided a facsimile number), or by a reputable courier delivery
service, or by telegram (with messenger delivery), or by facsimile (confirmed
by
mail), and shall be deemed to be given for purposes of this Agreement on the
day
that such writing is delivered or sent to the intended recipient thereof in
accordance with the provisions of this Paragraph. Unless otherwise specified
in
a notice sent or delivered in accordance with the foregoing provisions of this
Paragraph, notices, demands, instructions and other communications in writing
shall be given to or made upon the respective Parties hereto at the following
address:
5
To
the
Corporation:
Innova
Holdings, Inc.
0000
Xxx
Xxxxxx Xxxx., X0-000
Xx.
Xxxxx, Florida 3
Attention:
Xxxxxx Xxxxxx
Facsimile
No: (000) 000-0000
With
a
copy to:
Xxxxx
X.
Xxxxxxx
0000
Xxxx
Xxxx Xxxxx, Xxxx X000
Xxxxxxx,
XX 00000
Facsimile
Number: (000) 000-0000
To
the
Executive:
______________
______________
______________
With
a
copy to:
Any
such
notice shall be deemed effective on the fifth (5th) business day after its
mailing.
11. Transfer.
a. The
Corporation shall have the right in its discretion to freely assign or transfer
its interests under this Agreement provided such assignment or transfer is
in
connection with a sale of all or substantially all of its assets, if such
assignee assumes all obligations of the Corporation to the Executive arising
under the provisions of this Agreement.
b. This
Agreement is personal to the Executive, and neither all nor any part, of this
Agreement directly or indirectly may be assigned or transferred by the Executive
without the Corporation's prior written approval.
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12. Miscellaneous.
a. Controlling
Law.
This
Agreement shall be governed by and interpreted, construed and enforced in
accordance with the laws of the United States of America and the State of
Florida. The Parties acknowledge and agree that any dispute resolution regarding
the Executive’s employment shall be adjudicated in any Federal court located in
Fort Xxxxx, Florida USA, unless otherwise mutually agreed by the
parties.
b. Entire
Agreement.
This
instrument contains the entire agreement of the Parties with respect to its
subject matter and may not be changed orally but only by an Agreement in writing
signed by the Parties hereto.
c. Failure
to Enforce.
The
failure of either Party to enforce any of the provisions of this Agreement
shall
not be construed as a waiver of such provisions. Further, any express waiver
of
a breach of any provision hereunder by any Party shall not constitute a waiver
of any prior or subsequent breach or of such Party's right to fully enforce
thereafter each and every provision of this Agreement.
d. Headings.
All
numbers and heading of paragraphs and subparagraphs in this Agreement are for
convenience of reference only and are not intended to qualify, limit or
otherwise affect the meaning or interpretation of this Agreement.
WHEREFORE,
the Parties have executed this Agreement as of the date and year first above
written.
| EXECUTIVE: | CORPORATION: | ||
| Innova Holdings, Inc. | |||
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By:
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