EMPLOYMENT AGREEMENT
Exhibit
10.1
Employment Agreement ("Agreement") made
and entered into as of May 27, 2008 by and between FindItAll, Inc., a Nevada
corporation with offices at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000 (the
"Company"), and Xxxxx Xxxxxxxx, an individual residing at 00 Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxx Xxxxxx 00000 (the "Executive").
The Executive is being employed by the
Company as President, Treasurer and Secretary. The parties desire to
enter into an employment agreement and to set forth herein the terms and
conditions of the Executive's continued employment by the Company and its
subsidiaries.
1.
Employment.
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The term "Total Disability" as used
herein, shall mean a mental or physical condition which in the reasonable
opinion of an independent medical doctor selected by the Company renders the
Executive unable or incompetent to carry out the material duties and
responsibilities of the Executive under this Agreement at the time the disabling
condition was incurred. In the event the Executive disagrees with
such opinion, the Executive may, at her sole expense, select an independent
medical doctor and, in the event that doctor disagrees with the opinion of the
doctor selected by the Company, they shall select a third independent medical
doctor, and the three doctors shall, by majority vote, determine whether the
employee has suffered Total Disability. The expense of the third
doctor shall be shared equally by the Company and the
Executive. Notwithstanding the foregoing, if the Executive is covered
under any policy of disability insurance under Paragraph 3(c) above, under no
circumstances shall the definition of Total Disability be different from the
definition of that term in such policy.
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(i) The
Executive shall (i) never, directly or indirectly, disclose to any person or
entity for any reason, or use for her own personal benefit, any "Confidential
Information" (as hereinafter defined) either during her employment with the
Company or following termination of that employment for any reason (ii) at all
times take all precautions necessary to protect from loss or disclosure by her
of any and all documents or other information containing, referring or relating
to such Confidential Information, and (iii) upon termination of her employment
with the Company for any reason, the Executive shall promptly return to the
Company any and all documents or other tangible property containing, referring
or relating to such Confidential Information, whether prepared by her or
others.
(ii) Notwithstanding
any provision to the contrary in this Paragraph 8(c), this paragraph shall not
apply to information which the Executive is called upon by legal process regular
on its face (including, without limitation, by subpoena or discovery
requirement) to disclose or to information which has become part of the public
domain or is otherwise publicly disclosed through no fault or action of the
Executive.
(iii) For purposes of this Agreement,
"Confidential Information" means any information relating in any way to the
business of the Company disclosed to or known to the Executive as a consequence
of, result of, or through the Executive's employment by the Company which
consists of technical and nontechnical information about the Company's products,
processes, computer programs, concepts, forms, business methods, data, any and
all financial and accounting data, marketing, customers, customer lists, and
services and information corresponding thereto acquired by the Executive during
the term of the Executive's employment by the Company. Confidential
Information shall not include any of such items which are published or are
otherwise part of the public domain, or freely available from trade sources or
otherwise.
(iv) Upon
termination of this Agreement for any reason, the Executive shall turn over to
the Company all tangible property then in the Executive's possession or custody
which belongs or relates to the Company. The Executive shall not
retain any copies or reproductions of computer programs, correspondence,
memoranda, reports, notebooks, drawings, photographs, or other documents which
constitute Confidential Information.
(a) Any
and all other disputes, controversies and claims arising out of or relating to
this Agreement, or with respect to the interpretation of this Agreement, or the
rights or obligations of the parties and their successors and permitted assigns,
whether by operation of law or otherwise, shall be settled and determined by
arbitration in New York City, New York pursuant to the then existing rules of
the American Arbitration Association ("AAA") for commercial
arbitration.
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(b) In
the event that the Executive disputes a determination that Cause exists for
terminating her employment hereunder pursuant to Paragraph 7(b), or the Company
disputes the determination that Good Reason exists for the Executive's
termination of this Agreement pursuant to Paragraph 7(c), either party disputing
this determination shall serve the other with written notice of such dispute
("Dispute Notice") within thirty (30) days after the date the Executive is
terminated for Cause or the date the Executive terminates this Agreement for
Good Reason. Within fifteen (15) days thereafter, the Executive or
the Company, as the case may be, shall, in accordance with the Rules of the AAA,
file a petition with the AAA for arbitration of the dispute, the costs thereof
to be shared equally by the Executive and the Company unless an order of the AAA
provides otherwise. If the Executive serves a Dispute Notice upon the
Company, an amount equal to the portion of the Base Salary Executive would be
entitled to receive hereunder shall be placed by the Company in an
interest-bearing escrow account mutually agreeable to the parties or the Company
shall deliver an irrevocable letter of credit for such amount plus interest
containing terms mutually agreeable to the parties. If the AAA
determines that Cause existed for the termination, the escrowed funds and
accrued interest shall be paid to the Company. However, in the event
the AAA determines that the Executive was terminated without Cause or that
Executive resigned for Good Reason, the escrowed funds and accrued interest
shall be paid to the Executive.
(c) Any
proceeding referred to in Paragraph 9(a) or (b) shall also determine Executive's
entitlement to legal fees as well as all other disputes between the parties
relating to Executive's employment.
(d) The
parties covenant and agree that the decision of the AAA shall be final and
binding and hereby waive their right to appeal therefrom.
To the
Company:
FindItAll, Inc.
00
Xxxxxxxx Xxxxxx
Xxxxxxx,
Xxx Xxxxxx 00000
To the
Executive: Xxxxx
Xxxxxxxx
00
Xxxxxxxx Xxxxxx
Xxxxxxx,
Xxx Xxxxxx 00000
The
foregoing addresses may be changed at any time by notice given in the manner
herein provided.
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By: /s/ Xxxxx
Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title:
President
/s/ Xxxxx
Xxxxxxxx
XXXXX XXXXXXXX
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