MORGAN BEAUMONT, INC. AMENDED EMPLOYMENT AGREEMENT
Exhibit
10.10
XXXXXX
BEAUMONT, INC.
THIS
EMPLOYMENT AGREEMENT
(hereinafter "Agreement") made and entered into effective as at the 1st day
of
October, 2005, by and between XXXXXX
BEAUMONT INC., a
Florida
Corporation (hereinafter referred to as the "Company") and
XXXXXXXX XXXXXX,
a
Florida resident (hereinafter referred to as the "Executive").
W
I T N E S S E T H:
WHEREAS,
Company
is engaged in the operation, management and sales of products and
services;
WHEREAS,
the
parties are desirous of entering into an Employment Agreement to replace the
agreement between the parties dated April 1, 2004: and
NOW,
THEREFORE,
in
consideration of the mutual promises contained herein, and for other good and
valuable consideration the receipt and adequacy of which is hereby acknowledged,
the parties hereto agree as follows:
1. RECITALS
The
foregoing recitals are true and correct in every respect and are incorporated
by
reference herein.
2. DEFINITIONS
| a. |
"Board"
shall refer to the Board of Directors of
Company.
|
| b. |
"Disability"
or "Disabled" shall mean a physical or mental impairment that prevents
Executive from performing the essential functions of his job on a
permanent basis.
|
| c. |
“Gross
Revenue” shall mean all income of Company derived from the sale of goods
or services, less refunds or returns, for any fiscal year of
Company.
|
| d. |
“Margin”
shall be defined as Profit expressed as a percentage of Gross
Revenue.
|
| e. |
“Option”
shall mean a written document authorizing the purchase of stock of
Company, at a specified price, for a defined period of time.
|
| f. |
“Profit”
shall mean net profits, after all business expenses have been deducted
(including salaries and benefits), before taxes, for any fiscal year
of
Company.
|
3. DUTIES
AND DEVOTION OF EFFORTS
| a. |
Duties.
Company hereby employs Executive as the Chief Executive Officer
(hereinafter referred to as “CEO”). As CEO, Executive shall perform all
duties and administrative tasks ordinarily performed by a chief executive
officer of a similar business and other duties reasonably assigned
to him
by the Board of Directors (hereinafter the "Board") to the extent
permitted under law, including the Securities Laws of the United
States,
and applicable canons of professional ethics and which may reasonably
be
accomplished under the terms set forth herein. Company is aware that
Executive has other business interests that may from time to time
require
some of his time.
|
| b. |
Devotion
of Effort.
Executive hereby accepts such employment and agrees to devote his
best
profes-sional efforts to the interests of Company as described herein.
Executive agrees to faithfully observe and abide by all rules, regulations
and Bylaws of Company which are in force and which are brought to
his
attention. During the term of the Agreement, Executive shall conduct
himself in a manner befitting his position as a professional corporate
Executive.
|
| c. |
Change
of Position.
In the event Company requires Executive to change positions within
Company
or assume other roles within Company, or if Executive elects to become
Chairman of the Board of Directors and relinquish his duties as CEO,
the
provisions of this Agreement shall remain in force, except that the
description of Duties hereunder shall be amended by
Company.
|
4. TERM
OF EMPLOYMENT
| a. |
Term.
Company hereby employs Executive for the period commencing on October
1,
2005, and ending on September 30, 2007 ("Initial
Term").
|
5. COMPENSATION
During
each Term hereof, Company shall provide the following to Executive:
| a. |
Base
Salary.
Executive’s Annual Base Salary shall
be:
|
| (i) |
for
the period ending September 30, 2006,
$205,000;
|
| (ii) |
September
30, 2007, $225,000.
|
The
Base
Salary shall be paid in accordance with Company’s uniform payroll
procedures.
| b. |
Bonus.
Executive’s Bonus shall be paid as set forth on Schedule
5(b).
|
| c. |
Non-Cash
Compensation.
Company shall provide Executive with non-cash compensation as set
forth on
Schedule 5(c).
|
| d. |
Membership
Fees.
Company shall provide membership (to include dues, initiation and
other
fees, and other expenses) in such associations and organizations
as may
hereinafter be approved by the Board of Directors of Company or its
designee, as an aid to carrying out his duties and responsibilities
for
Company.
|
| e. |
Benefits.
Company shall provide Executive with health insurance and disability
insurance (which shall be sufficient to cover the Base Salary for
the term
of the Agreement or the Maximum available for the term of the Agreement,
whichever is less). In addition, Company will provide Executive with
all
of the employee benefits now or hereafter approved by Company for
any
officer, including, but not limited to, 401(k) plan or life
insurance.
|
| f. |
Automobile.
A
car allowance of $750 a month, plus reimbursement of all business
related
gasoline receipts for Executive.
|
| g. |
Miscellaneous
Expenses.
Executive's travel, occupational licenses, cell phone expense, promotional
and entertainment expenses, and all other related
expenses.
|
| h. |
Leave.
Other than as stated herein, use of leave and observation of holidays
shall be subject to Company policies which may change from time to
time.
|
| i. |
Vacation.
Executive shall receive 6 weeks of paid Vacation per year, which
shall
carry over from year to year, and shall be paid in full upon Executive’s
separation from employment for any reason.
|
| ii. |
Sick
Leave.
Executive shall receive 8 days of paid Sick Leave per year, which
may be
used due to health issues of Executive or his immediate family. Unused
sick leave is forfeited upon separation for any reason. Sick Leave
may not
be exchanged for compensation. In the event Executive uses all accrued
Sick Leave, Executive may use any accrued Professional Development
Time to
care for his own illness or the illness of a member of his immediate
family.
|
| i. |
D
& O Insurance.
Company shall provide Director’s and Officer’s Insurance equal to or
greater than that provided on the Effective Date of this
Agreement.
|
| j. |
Compensation
Upon Sale, Merger or Other Consolidation.
If Company is sold, merged, consolidated or enters into any other
transaction whereby a majority of control is transferred as defined
by the
Securities and Exchange reporting rules, (collectively, a “Change of
Control”), Executive shall receive upon the close of any such transaction,
in addition to any other sums due hereunder, the greater of $750,000
cash
or an amount equal to 7.5% of any sale price above
$25,000,000.
|
| k. |
Professional
Development Time.
Executive shall be entitled to a period of twenty (20) days per year
of
Professional Development Time to attend conventions or continuing
education seminars or any other reason approved by CEO. There shall
be no
carryover of such time from year to year. No compensation shall be
paid to
Executive for any unused Professional Development Time upon termination
of
employment.
|
6. EXECUTIVE
EXPENSES
Executive
shall not be responsible for the payment of any approved expenses incurred
in
connection with his employment with Company if such expenses are not paid by
Company.
7. TERMINATION
OF EMPLOYMENT
| a. |
Termination.
Either party may terminate this Agreement at the expiration of any
Term by
delivering a written notice of non-renewal to the other party at
least 60
days prior to the expiration of such Term. Failure to provide such
notice
will result in an automatic renewal as set forth
herein.
|
| b. |
Termination
of Employment by Company "For Cause".
Company may immediately terminate this Agreement For Cause, as defined
below, upon delivery of a written notice of For Cause Termination
to
Executive. For Cause shall mean upon the occurrence of any of the
following events:
|
| (i) |
Executive’s
gross negligence or material and bad faith breach of this Agreement
after
reasonable prior written notice from Company specifying the nature
of the
alleged breach or failure and warning of the consequences of a failure
to
correct or a repeated incident; or
|
| (ii) |
Executive
is convicted of, or pleads guilty or no contest to, any crime punishable
as a felony or embezzlement or fraud;
or
|
| (iii) |
Executive
engages in immoral or dishonest acts which materially and negatively
affect Company.
|
| c. |
Termination
Not For Cause.
Company may terminate Executive’s employment without cause by delivering
notice of termination without cause to Executive. In the event Executive
is demoted in a demotion approved by the Board of Directors of Company,
then, if Executive does not consent to such demotion, then Executive’s
employment hereunder shall be considered terminated by Company without
cause.
|
| d. |
Death
or Disability.
The employment relationship between Company and Executive shall
automatically terminate upon the death or total disability of Executive.
Such a termination shall be considered a for cause termination of
employment, except that Base Salary through the date of termination,
any
Options vested through the date of termination and any Bonus which
has
been earned but not yet paid (if such event of termination is subsequent
to September 30 of any calendar year, but before the third Bonus
installment has been paid) shall be paid by Company to Executive
or
Executive’s estate, as appropriate. In addition, Executive shall be
entitled to be paid the pro-rated portion of any Bonus which would
have
been earned for the fiscal year in which the event of termination
occurs,
within 90 days of the date of determination of the Bonus, and to
immediate
vesting of any Options due to vest in the fiscal year of Company
in which
the death or disability occurs..
|
| e. |
Voluntary
Termination.
Executive may voluntarily terminate this Agreement and employment
relationship by giving sixty (60) days written notice to the other
party.
|
| f. |
Compensation
Upon Termination.
|
| i. |
Should
Executive be involuntarily terminated by Company without cause, such
person shall be entitled to be paid Base Salary for the 12 month
period
subsequent to termination (such 12 months to begin at the date notice
of
termination is given) in accordance with standard Company payroll
procedures and shall be entitled to immediately vest any Options
which
would have vested in the 12 month period subsequent to termination.
|
| ii. |
Notwithstanding
the foregoing, should Executive’s employment be terminated by Company or
by Executive for any other reason, Company shall pay to executive
an
amount equal to 2 months severance salary for each completed full
year of
employment. A year of employment shall be considered 365 days. Partial
years will not be compensated. Employment shall be considered the
total
time the Executive has been employed fulltime at the Company or its
predecessors. In no event shall the severance compensation paid under
this
Section 7(f)(ii) exceed 6 months
compensation.
|
| iii. |
In
the event of a termination of employment for any reason, Executive
shall
be entitled to receive any Bonus which has been earned by not yet
paid (if
such termination is subsequent to September 30 of any calendar year
but
before the third Bonus installment is paid).
|
| iv. |
Company
shall not make any other payments to or on behalf of Executive, whether
in
the form of bonuses, severance, paid time off, profit sharing
contributions, or otherwise. Executive agrees that in the event of
termination, Executive is not entitled to unemployment compensation
and
will not seek unemployment compensation.
|
8. NOTICE
Any
and
all notices, requests, demands, directions or other communications required
or
permitted hereunder shall be in writing and shall be deemed to have been given
or made when personally delivered or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows or to such
other
address as the party to whom the same is intended shall have specified in
conformity with the foregoing:
As
to
Company: Xxxxxx
Beaumont Inc.
0000
00xx
Xxxxxx
Xxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxxxx Xxxxxx, CEO
As
to
Executive: Xxxxxxxx
Xxxxxx
0000
00xx
Xxxxxx
Xxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
(or
such
other address as may be provided by Executive in writing).
9. INDEMNITY.
| a. |
Executive
shall indemnify and hold Company harmless from and against any and
all
claims
or actions brought by any person or from liabilities, losses, damages,
costs, penalties and expenses, including but not limited to attorneys’
fees, costs and interest incurred by counsel of Company's choice,
which
may be sustained or incurred at any time by reason
of:
|
| (i) |
Executive's
failure to perform the services, responsibilities and duties set
out in
this Agreement; or
|
| (ii) |
Executive’s
gross negligence or willful misconduct in performing or failing to
perform
any service within the scope of Executive's employment under this
Agreement; or
|
| (iii) |
Violations
of the prohibitions of criminal statutes under federal or state law;
or
|
| (iv) |
Violations
of the prohibitions of civil statutes or regulations under federal
or
state law (other than those involving simple or ordinary
negligence).
|
| b. |
Company
shall indemnify and hold Executive harmless from and against
any and all claims
or actions brought by any person or from liabilities, losses, damages,
costs, penalties and expenses, including but not limited to attorneys’
fees, costs and interest incurred by counsel of Company's choice,
which
may be sustained or incurred at any time by reason of Executive’s
Performance of the services, responsibilities and duties set out
in this
Agreement, except as otherwise set forth in Article 9a
hereof.
|
10. CONFIDENTIALITY.
Executive shall keep confidential and not use or disclose to others, except
as
expressly consented to in writing by Company or as required by applicable
federal, state and local laws and regulations, any secrets or confidential
technology, proprietary information, customer lists, or trade secrets of
Company, or any matter, formula, technique or thing ascertained by Executive
through association with Company, the use or disclosure of which matter or
thing
might reasonably be construed to be contrary to the best interests of Company.
Executive further agrees that upon termination of this Agreement, Executive
shall neither take nor retain, without prior written authorization from Company,
any papers, patient lists, fee books, records, files, or other documents or
copies thereof or other confidential information or formula of any kind
belonging to Company pertaining to its clients, business, sales, financial
condition, or products. Without limiting other possible remedies to Company
for
the breach of this covenant, Executive agrees that an injunction or other
equitable relief shall be available to enforce this covenant, and such relief
to
be without the necessity of posting a bond, cash or otherwise. The parties
specially agree that confidential information does not include information
that
(i) is or becomes available to the public other than as a result of a disclosure
by Executive, (ii) was within Executive’s possession prior to the information
being furnished to it by Company, during their term of employment with Company,
or (iii) becomes available to Executive on a non-confidential basis and lawfully
from a source other than Company, provided that such other source is not bound
by a confidentiality agreement with Company.
11. NON
COMPETITION.
| a. |
Executive
agrees that while Executive continues to be employed by Company and
for a
period of two (2) years following termination of employment, for
any
reason, and for one (1) year upon expiration of this Agreement if
this
Agreement is not earlier terminated, Executive will not directly
or
indirectly:
|
| (i) |
Solicit
or contact any clients, potential clients or candidates, except on
behalf
of Company, or to persuade clients, potential clients or candidates
to
cease to do business with Company or to reduce the amount of business
with
Company;
|
| (ii) |
Employ
or retain, or attempt to employ or retain, or assist anyone else
to employ
or retain any person who is then, or at any time during the preceding
year, an Executive of Company;
|
| (iii) |
Compete
with the business of Company;
|
| (iv) |
Engage
in, or be involved in any way, in any undertaking or activities,
or be
employed by or have an ownership interest in any business or enterprise
whose business is similar to that of
Company;
|
| (v) |
Disclose
to anyone, any confidential information, trade secrets or client
lists, or
utilize such confidential information, trade secrets or client lists
for
Executive’s own benefit, or for the benefit of any third parties. Both
during and after the term of Executive’s employment with Company,
Executive agrees not to use, reveal, report, publish, disclose or
transfer, directly or indirectly, any of the confidential information
for
any purpose except as required in Executive’s duties for Company or with
the prior written authorization of
Company;
|
| (vi) |
Utilize
any of the business plans or methods used by Company, except as an
Executive of Company in furtherance of Executive’s job duties with
Company.
|
| (vii) |
Undertake
any illegal activities or any acts that are not in the best interests
of
Company.
|
| b. |
For
the purposes of this Agreement, the term “confidential information” shall
mean all of the following materials and information (whether or not
reduced to writing and whether or not patentable or subject to protection
by a copyright) to which Executive receives access or which Executive
develops, in whole or in part, as a direct or indirect result of
Executive’s employment with Company or in the course of Executive’s
employment with Company or through the use of any of Company’s facilities
or resources and shall include, but not be limited to: (i) computer
software, product specifications, contract forms, pricing policies,
clients, client lists, client and candidate requirements, suppliers,
supplier lists, personnel data, production processes, business and
marketing plans, or strategies, financial performance and projections,
cost data, and other materials or information relating to the manner
in
which Company does business; (ii) intellectual property, discoveries,
concepts and ideas, and the embodiment thereof, including, without
limitation, the nature and results of research and development activities,
processes, formulas, techniques, “know-how”, designs, drawings and
specifications; (iii) any other materials or information related
to the
business or activities of Company which are not generally known to
others
engaged in similar businesses or activities; (iv) all inventions;
and (v)
ideas which are derived from or related to Executive’s access to or
knowledge of any of the above enumerated materials and
information.
|
| c. |
Executive
agrees that the “confidential information” is and shall at all times
remain the sole and exclusive property of Company and that any of
the
“confidential information” produced by Executive shall be considered work
for hire and the exclusive property of
Company.
|
| d. |
Since
Company conducts business throughout the United States and World,
the
prohibitions of the preceding paragraph shall apply in and throughout
the
United States and World.
|
| e. |
Failure
of any party at any time to insist upon strict performance of a condition,
promise, agreement, or understanding set forth herein, shall not
be
construed as a waiver or relinquishment of the right to insist upon
strict
performance of such condition, promise, agreement or understanding
at a
future time.
|
| f. |
The
parties agree that Company may assign this Agreement, and any
successor-in-interest shall have the right to full enforcement of
this
Agreement.
|
| g. |
The
parties hereto agree that a breach of this Agreement by Executive
would
cause damages that are not readily ascertainable. The remedies under
this
Agreement include but are not limited to, temporary and permanent
injunctions, actual damages and any other appropriate remedies at
law and
in equity.
|
| h. |
In
the event this Agreement is terminated without cause by Company,
the
length of the non-competition period will be two (2) years or a period
equal to one (1) year following the date the term of this Agreement
would
have expired had not the termination without cause occurred, whichever
is
longer.
|
12. RESTRICTIONS
ON SALE OF STOCK.
Upon
termination of this agreement or of Executive’s employment for any
reason:
| a. |
Executive
may sell no more then 3% of Executive’s total holdings of stock and option
in the Company, as defined by the Securities and Exchange Commission
and
measured as of the date of termination, each month for a period of
6
consecutive months;
|
| b. |
Following
the initial six months, Executive may sell no more then 10% of Executive’s
total holdings of stock and options each month for a period of 6
consecutive months;
|
| c. |
All
such sales shall be I accordance with all Securities and Exchange
Commission and NASD requirements and
regulations;
|
| d. |
Executive
shall be responsible for the preparation and filing of all documents
required by the Securities and Exchange
Commission;
|
| e. |
Executive
shall seek his own personal SEC attorney opinions with respect to
any
Securities and Exchange Commission and NASD requirements or
filings;
|
| f. |
At
the election of the Company and upon 30 days’ notice to executive given
within 30 days’ following the Executive’s termination of employment, the
Company or its designee, shall have the right to purchase, at private
sale, up to 100% of the remaining stock and options of Executive
at the
then current market price less 20%;
and
|
| g. |
Should
there be an acquisition or merger of the Company and/or material
change in
control which could be considered an acquisition and/or merger, the
stock
sale restrictions set forth above portion shall terminate ad of the
date
the shareholders of the Company are given notice of such
Sale.
|
13. MISCELLANEOUS
PROVISIONS.
| a. |
Florida
Law and Venue.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida. If any action,
suit or
proceeding is instituted as a result of any matter or thing affecting
this
Agreement, the parties hereby designate Sarasota County, Florida,
as the
proper jurisdiction and the venue in which same is to be
instituted.
|
| b. |
No
Presumption.
The fact that the first (or later) draft of this Agreement was prepared
by
counsel for either party shall create no presumptions and specifically
shall not cause any ambiguities to be construed against the other
party.
|
| c. |
Headings.
The Paragraph headings contained herein are for reference purposes
only
and shall not in any way affect the meaning and interpretation of
this
Agreement.
|
| d. |
Binding
Effect.
This Agreement shall be legally binding upon and shall operate for
the
benefit of the parties hereto, their respective heirs, personal and
legal
representatives, transferees, successors, assigns and
beneficiaries.
|
| e. |
Entire
Agreement.
This Agreement contains the entire agreement of the parties hereto
with
respect to the subject matter addressed herein, and all prior
understandings and agreements, whether written or oral, between and
among
the parties hereto relating to the subject matter of this Agreement
are
merged in this Agreement. Each party specifically acknowledges, represents
and warrants that they have not been induced to sign this Agreement
by any
belief that the other will waive or modify the provisions of this
Agreement in the future.
|
| f. |
Severability.
The invalidity or unenforceability of any particular provision of
this
Agreement shall not affect the other provisions hereof, and this
Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
|
| g. |
Counterparts.
This Agreement may be signed and executed in one or more counterparts,
each of which shall be deemed an original and all of which together
shall
constitute one agreement.
|
| h. |
Non
Assignable.
This Agreement, or any provision thereof, being in the nature of
personal
services, may not be assigned nor duties delegated to any other person
or
entity and any such purported assignment or delegation is void
ab
initio.
|
| i. |
Modification.
This Agreement may only be modified in writing and signed by each
of the
parties hereto.
|
| j. |
Plural
and Gender.
Whenever used herein, the singular number shall include the plural,
the
plural the singular, and the use of any gender shall be applicable
to all
genders.
|
| k. |
Survival.
All representations, warranties and provisions hereof without limitation
shall survive the termination of this Agreement, the liquidation
or
dissolution of the Corporation, if any, and shall thereby continue
in full
force and effect at all times
hereafter.
|
| l. |
No
Waiver of Breach.
The waiver or inaction by either party hereto of a breach of any
condition
of this Agreement by the other party shall not be construed as a
waiver of
any subsequent breach by such party, nor shall it constitute a waiver
of
that party's rights, actual or inherent. The failure of any party
hereto
in any instance to insist upon a strict performance of the terms
of this
Agreement or to exercise any option herein shall not be construed
as a
waiver or a relinquishment in the future of such term or option,
but that
the same shall continue in full force and
effect.
|
| m. |
Merger.
All prior agreements, discussions or matters heretofore pending between
the parties, unless specifically referred to herein, have been merged
into
this Agreement and no claim or assertion based upon agreements, purported
or otherwise, not herein contained shall be binding or enforceable
by
either party.
|
| n. |
Non-Disclosure.
Executive shall execute such non-disclosure agreement with respect
to
confidential information of Company as is required of all executive
staff
of Company. Executive shall see that such non-disclosure agreements
are
executed by all executive staff as a condition of continued
employment.
|
| o. |
Attorneys'
Fees and Costs.
If it should become necessary for any party to institute legal action
to
enforce the terms and conditions of this Agreement, the prevailing
party
shall be entitled to reasonable attorneys' fees and costs incurred
in
connection therewith.
|
| p. |
Waiver
of Jury Trial.
To
the extent permitted by law, in the event of a dispute between the
parties, Executive and Company hereby elect to have a judge rather
than a
jury resolve any future disputes and hereby waive a trial by jury
of any
and all issues arising in any action or proceeding relating to this
Agreement or to their employment relationship. However,
for additional clarity, the following is a list of some of the types
of
claims included in this Waiver of Jury Trial: all claims in tort
(for
negligent or intentional acts), in contract (whether verbal or written),
by statute, for constitutional
violation, for wrongful discharge, discrimination, harassment,
retaliation, or claims of personal injury, for
compensatory, punitive, or other damages, expenses, reimbursements,
or
costs of any kind, including but not limited to, any and all claims,
demands, rights, and/or causes of action arising out of their relationship
from the beginning of time until the end of time. The
Parties understand that the right to a trial by jury is a constitutional
right and that this election to have a judge determine any claim,
rather
than a jury, is a voluntary choice.
|
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first above
written.
XXXXXX
BEAUMONT INC.
BY:
/s/
Xxxxxxxx Xxxxxxxxx
As
its Chief
Financial Officer
EXECUTIVE:
BY:
/s/
Xxxxxxxx Xxxxxx
JLM-609513.6
XXXXXXXX XXXXXX
SCHEDULE
5(b)
Annual
Bonus
Executive
shall each be entitled to a bonus per year for the Term of this agreement as
follows:
| A. |
In
the event Company’s annual (fiscal year) Gross Revenue exceeds $10,000,000
and Company realizes a Margin of twenty percent (20%) or more during
such
time, Executive shall be entitled to a bonus equal to three percent
(3.0%)
of that fiscal year’s Profit.
|
| B. |
In
the event Company’s annual (fiscal year) Gross Revenue is less than
$10,000,000 or Company realizes a Margin of less than twenty percent
(20%)
during any fiscal year, Executive shall be entitled to a bonus equal
to
two and one-half percent (2.5%) of that fiscal year’s
Profit.
|
| C. |
The
specific bonus amount shall be determined no later than thirty (30)
days
after the end of each fiscal year (September 30th)
and shall be due and payable to Executive in three equal installments,
the
first due within thirty (30) business days after the date of
determination, the second due within sixty (60) days after the date
of
determination, and the third due, subject to adjustment as provided
below,
within ninety (90) days following the date of determination. If the
annual
audit by Company’s auditors shows a Profit different from that previously
determined by Company, then an adjustment shall be made to the third
payment and Executive shall be paid or shall repay the difference
(if the
third installment is insufficient to meet the shortfall), as the
case may
be, and any repayment by Executive be made within ten (10) business
days
thereafter. All payments of bonus by Company will be subject to cash
availability.
|
SCHEDULE
5(c)
Stock
Options
Executive
shall be issued Options directly from Company (the “Options”):
812,500
Options at $0.20; vested as of September 30, 2006.
All
Options issued hereunder shall immediately vest in the event of a Change of
Control as defined herein.
