Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of this 24th day of
March, 2003, by and between Spectrum Sciences & Software Holdings Corporation,
Inc., a Delaware corporation (the "CORPORATION"), and Xxxxx X. Xxxxxx, an
individual residing at 000 Xxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx, Xxxxxxx (the
"EXECUTIVE").
WITNESSETH THAT:
WHEREAS, the Corporation desires to employ the Executive in the capacity
hereinafter stated, and the Executive desires to enter into the employ of the
Corporation in such capacity for the period and on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Corporation and the
Executive as follows:
(1). Employment Period. The Corporation hereby agrees to employ the
Executive as its President and the Executive, in such capacity, agrees
to provide services to the Corporation for the period beginning on the
date that the Company is publicly reporting under the Securities Act
of 1934, as amended or the first day of trading for the Company on the
Over the Counter Bulletin Boards ("OTCBB") (the "COMMENCEMENT DATE")
and ending 3 years after such date (the "Termination Date") (or such
later date as may be agreed to by the parties within 120 days prior to
the Termination Date) (the "Employment Period").
(2). Performance of Duties. The Executive agrees that during the Employment
Period, while he is employed by the Corporation, he shall devote his
full time, energies and talents exclusively to serving in the capacity
of President of the Corporation in the best interests of the
Corporation, and to perform duties assigned to him by the Board of
Directors faithfully, efficiently and in a professional manner.
Without the Board's consent (which consent shall not be unreasonably
withheld), the Executive shall not serve as or be a consultant to or
employee, officer, agent, or director of any corporation, partnership
or other entity that is a competitor of the Corporation.
Specifically, as President, you will be responsible for formulating
the strategic vision for the company, and for implementing the Board
of Directors' direction for the realization of that vision. Your
responsibility will include the development and coordination of the
Corporate Strategic Business Plan, and ensuring that corporate efforts
are directed towards supporting the implementation of this plan. As
President, you will be the primary interface between the company
management and the Board of Directors, and as such, policy and
direction from the board will flow through you to the company.
Additionally, you will be responsible for identifying and evaluating
new business thrusts such as new business acquisition or merger
opportunities, supporting both near-term and long-range marketing
activities, and the oversight and evaluation of the company's top
level managers.
(3). Compensation. Subject to the terms and conditions of this Agreement,
during the Employment Period, the Executive shall be compensated by
the Corporation for his services as follows:
(a) He shall receive $10,000 per month from the time that Spectrum
Sciences & Software Holdings Corporation, Inc. is publicly
reporting under the Securities Act of 1934, as amended OR the
first day of trading for the Company on the OTCBB, whichever is
later. The commencement of the payments will require approval by
the Board of Directors of the Company.
(b) He shall receive such cash and/or stock bonuses as are determined
by the compensation committee of the Board of Directors in its
sole discretion.
(c) The Executive will participate in the executive benefit package
offered to other executives in the Company during the term of his
employment.
(d) The Executive has elected not to participate in the Company
health insurance plan, but the Company agrees to pay the premiums
for a certain insurance policy referred to as PIC on the Company
books.
(e) Executive will serve three one-year terms as a member of the
Board of Directors of the Company as long as the Executive
remains employed under the terms of this employment agreement.
(4). Compensation Due Upon Termination. The Executive's right to
compensation for periods after the date his employment with the
Corporation terminates shall be determined in the accordance with the
following:
(a) Discharge Without Cause. If the Corporation terminates the
Executives employment under this Agreement without "cause" (as
defined Below), the Executive shall be entitled to receive six
months base salary. The Executive at his sole option may sell,
and if he chooses to sell, Xx. Xxxxx Xxxxxxxx will be required to
purchase all remaining shares in the Company held by the
Executive at the time of discharge at a valuation to be
determined by an independent business appraisal firm.
(b) Voluntary Resignation. The Corporation shall have no obligation
to make payments to the Executive in accordance with the
provisions of paragraph 3 for periods after the date on which the
Executive's employment with the Corporation terminates due to the
Executive's voluntary resignation.
(c) Discharge for Cause. The Corporation shall have no obligation to
make payments to the Executive in accordance with the provisions
of paragraph 3 for periods after the Executive's employment with
the Corporation is terminated on account of the Executive's
discharge for cause. The Executive shall be considered discharged
for "cause" if he is discharged by the Corporation on account of
the occurrence of one or more of the following events:
(i) the Executive becomes habitually addicted to drugs or
alcohol;
(ii) the Executive discloses confidential information in
violation of paragraph 5;
(iii)the Executive engages in competition in violation of
paragraph 6;
(iv) the Corporation is directed by regulatory or governmental
authorities to terminate the employment of the Executive or
the Executive engages in activities that cause actions to be
taken by regulatory or governmental authorities that have a
material or adverse effect on the Corporation;
(v) the Executive is indicted for a felony (other than a felony
resulting from a traffic violation);
(vi) the Executive disregards his duties under this Agreement
(vii)any event of misconduct involving serious moral turpitude
to the extent that, in the reasonable judgement of the Board
of Directors, the Executive's credibility and reputation no
longer conform to the standard of the Corporation's
executives; or
(viii)the Executive commits an act of fraud against the
Corporation or violates a duty of loyalty to the
Corporation.
(d) Disability. The Corporation shall have no obligation to make
payments to the Executive in accordance with the provisions in
paragraph 3 for periods after the date the Executive's employment
with the Corporation terminates on account of 50% or greater
disability. For purposes of this subparagraph 4(d), determination
of whether the Executive is 50% disabled shall be determined in
accordance with applicable law.
(e) Death. The Corporation shall have no obligation to make payments
to the Executive in accordance with the provisions of paragraph 3
for periods after the date of the Executive's death.
(5). Confidential Information. Except as may be required by the lawful
order of a court or agency of competent jurisdiction, the Executive
agrees to keep secret and confidential indefinitely all non-public
information concerning the Corporation and its affiliates which was
acquired by or disclosed to the Executive during the course of his
employment by the Corporation, any of its affiliates, including
information relating to customers (including, without limitation,
credit history, repayment history, financial information, and
financial statements), costs, and operations, financial data and
plans, whether past, current, or planned and not to disclose the same,
either directly or indirectly, to any other person, firm or business
entity, or to use it in any way; provided, however, that the
provisions of this paragraph 5 shall not apply to information which is
in the public domain or that was disclosed to the Executive by
independent third parties who were not bound by an obligation of
confidentiality; and provided further, that the Corporation recognizes
that the Executive shall, during the course of his employment with the
Corporation, acquire certain general information regarding the
financial condition, and borrowing trends of the Corporation's
customers and agrees that the provisions of this paragraph 5 shall not
apply to the use of such general information provided the use thereof
does not violate applicable Federal or state laws or the provisions of
paragraph 6 hereof. The Executive further agrees that he will not make
any statement or disclosure which would be prohibited by applicable
Federal or state laws and, during the Employment Period while he is
employed by the Corporation, he will not make any statement or
disclosure which is intended or reasonably likely to be detrimental to
the Corporation or any of its subsidiaries or affiliates.
(6). Non-competition; Non-solicitation; Non-disparagement. The Executive
agrees that for the period (the "Non-competition Period") commencing
on the Commencement Date and ending on the first anniversary of the
date on which the Executive's employment with the Corporation is
terminated, the Executive will not serve as or be a consultant to or
employee, officer, agent, director or owner of, or beneficially hold
more than three percent (3%) of another corporation, partnership or
other entity which competes with the Corporation in the Business. The
"Business" of the Corporation shall mean the actual or intended
business of the Corporation during the Employment Period and
thereafter as of the date the Executive leaves the employment of the
Corporation. As of the date hereof, the business of the Corporation is
the provision of software development, weapon system analyses,
facility operation and maintenance, environmental impact assessments,
and related technical services plus the manufacture and support of
munitions handling and related ground support equipment for the
various components of the Department of Defense and the Allied Nations
of the United States. The Executive further agrees that for the period
commencing on the commencement Date and ending on the second
anniversary of the date on which the Executive's employment with the
Corporation under this Agreement is terminated (the "Nonsolicitation
Period"), he will not (a) solicit for employment or endeavor in any
way to entice away from employment with the Corporation or its
affiliates any employee of the Corporation or its affiliates who is an
officer or a manager of any department, (b) solicit, induce, or
influence any proprietor, partner, stockholder, lender, director,
officer, employee, joint venturer, investor, consultant, agent,
lessor, supplier, customer or any other person which has a business
relationship with the Corporation or any of its subsidiaries, at any
time during the Nonsolicitation Period, to discontinue or reduce or
modify the extent of such relationship with the Corporation or any of
its subsidiaries or (c) in any way or to any person or authority,
denigrate or derogate the Corporation or any of its subsidiaries or
any officer, director or employee or any service or procedure of any
of the above whether or not such denigrating or derogatory statements
shall be true or based on acts or omissions which occurred or are
learned by the Executive prior to the date hereof or from or after the
date hereof or otherwise.
(7). Remedies. The Executive acknowledges that the Corporation would be
irreparably injured by a violation of paragraphs 5 or 6, and agrees
that the Corporation shall be entitled to an injunction restraining
the Executive from any actual or threatened breach of paragraph 5 or
6, or to any other appropriate equitable remedy without bond or other
security being required.
(8). Successors. This Agreement shall be binding on, and inure to the
benefit of, the Corporation and its successors and assigns and any
person acquiring all or substantially all of the Corporation's assets
and business, whether by merger, consolidation, purchase of assets or
otherwise.
(9). Nonalienation. The interests of the Executive under this Agreement are
not subject to the claims of his creditors, other than the
Corporation, and may not otherwise be voluntarily or involuntarily
assigned, alienated or encumbered except to the Executive's estate,
heirs, devisees, or trust beneficiaries upon his death.
(10).Waiver of Breach. The waiver by either the Corporation or the
Executive of a breach of any provision of this Agreement shall not
operate as or be deemed a waiver of any subsequent breach by either
the Corporation or the Executive.
(11).Notice. Any notice to be given hereunder by a party hereto shall be
in writing and shall be deemed to have been given when received or,
when deposited in the U.S. mail, certified or registered mail, postage
prepaid:
(a) to the Executive addressed as follows:
Xxxxx X. Xxxxxx
000 Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000
(b) to the Corporation addressed as follows:
Spectrum Sciences & Software Holdings Corporation, Inc.
0000 X. Xxxx Xxxx Xxxx. #000-000
Xxxx Xxxx, Xxxxxxx 00000
with a copy to:
Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxx Xxxxxxx, Esq.
(12).Amendment. This Agreement may be amended or cancelled by mutual
agreement of the parties in writing without the consent of any other
person and no person, other than the parties thereto (and the
Executive's estate or beneficiaries upon his death), shall have any
rights under or interest in this Agreement or the subject matter
hereof.
(13).Applicable Law. The provisions of this Agreement shall be construed
in accordance with the internal laws of the State of Florida.
(14).Termination. All of the provisions of this Agreement shall terminate
after the expiration of the Employment Period, except that paragraph 5
shall only terminate upon the expiration of the Non-competition Period
and paragraph 6 shall terminate upon the expiration of the
Non-competition Period.
* * *
IN WITNESS WHEREOF, the Executive and the Corporation have executed this
Employment Agreement as of the day and year first above written.
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
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SPECTRUM SCIENCES & SOFTWARE
HOLDING CORPORATION, INC.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Director
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Director
/s/ Xxxxx Xxxxxxxx
--------------------
Xxxxx Xxxxxxxx, Individual
