SEAVIEW EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") made as of this 1st day of
February 2003 by and between Seaview Video Technology, Inc., a Nevada
corporation with its principal executive offices at 000 Xxxxxxx Xxxx., Xxxxx X,
Xxxxxx Xxxxx, XX 00000 (herein after referred to as the "Company"), and Xxxxxxx
X. Xxxxxx, an individual residing at 000 Xxxx Xxxxx Xx., Xxxxx, XX 00000
(hereinafter referred to as the "Executive").
WHEREAS, the Company desires to retain and employ the Executive for the purpose
of securing to the Company the experience, ability, and services of the
Executive as President and Chief Operating Officer; and
WHEREAS, the Executive desires to be employed by the Company;
NOW, THEREFORE, it is mutually agreed by and between the parties as follows:
ARTICLE 1: Employment.
The Company hereby employs the Executive as President ("President") and Chief
Operating Officer ("COO"), and the Executive hereby accepts such employment and
shall serve as an executive officer of the Company, subject to and upon the
terms and conditions set forth in this agreement, for a period of five (5)
consecutive years beginning on the 1st of February, 2003 and terminating on the
31st of January, 2008.
ARTICLE 2: Duties.
The Executive is employed as President and COO of the Company and shall work at
000 Xxxxxxx Xxxx., Xxxxx X, Xxxxxx Xxxxx, XX 00000 and at such other place or
places as the Company may direct. The Executive shall perform the tasks and
duties set out hereto:
2.1 The Executive shall, during the term of his employment with the Company and
subject to the direction and control of the CEO and Company's Board of Directors
(the "Board" or the "Board of Directors"), perform such executive duties and
functions, as he may be called upon to perform consistent with his employment
hereunder as President and COO.
2.2 The executive shall devote most of his time and best efforts to the
performance of his duties for the Company, including the following:
i. Plans and directs all aspects of the Company operational
policies, objectives, and initiatives. Relies on experience and
judgment to plan and accomplish goals. Reports to Chief Executive
Officer;
ii. Develop, implement, and monitor strategy and business plans,
for the Company and its subsidiaries;
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iii. Make recommendations to the CEO as to appropriate staffing
levels, and monitor and evaluate performance of staff relative to
compliance with established policies and objectives of the Company and
contributions towards attaining objectives;
iv. Render services to any joint venture, subsidiary or
affiliated business of the Company as requested by the CEO, provided
that indemnification equivalent to that referred to in Article 4.4 is
provided to Executive in connection with those services;
v. Seek to enhance and develop the Company's relationships with
its employees, customers, shareholders and others in the business
community;
vi. Confer on a regular basis with the Company's top management
and, from time to time, its Board of Directors, regarding the
Company's vision, long-term strategy, employee issues, and customer
policies; and
vii. Perform such duties consistent with his position as
President and COO as may be assigned to him by the CEO.
2.3 At the request of the Company, the Executive shall also serve, without
additional compensation, as an officer of one or more of the Company's
subsidiaries during the term of this Agreement, provided that indemnification
equivalent to that referred to in Article 4.4 is provided to Executive in
connection with those services.
2.4 The Executive shall devote his entire productive time, ability, attention,
and energies to the business of the Company during the term of this agreement.
During such time, the Executive shall not directly or indirectly render any
services of a business, commercial, or professional nature to any person or
organization, whether or not for compensation without prior written consent of
the Company.
2.5 The Executive represents and warrants to the company that, to the best of
his knowledge, he is under no professional obligation or commitment, whether
contractual or otherwise, that is inconsistent with his obligations under this
Agreement. The Executive represents and warrants that he will not knowingly use
or disclose, in connection with his employment by the Company, any trade secrets
or other proprietary information or intellectual property in which the Executive
or any other person has any right, title or interest. To the best of his
knowledge, the Executive's employment by the Company as contemplated by this
agreement will not infringe or violate the rights of any other person. The
Executive represents and warrants to the Company that he has returned all
property and confidential information belonging to his most recent employer.
ARTICLE 3: Compensation.
3.1 The Company shall pay to the executive for all services to be rendered
pursuant to the terms of this Agreement a base salary as defined in the
attached, Schedule A, (unless adjusted by the Board of Directors as described
below),
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payable bi-monthly and in accordance with the Company's normal payroll
procedures. The Board of Directors may review the Executive's
performance from time to time and may increase Executive's salary from
time to time at its discretion beyond that set forth in Schedule A.
3.2 The Executive shall be eligible to receive a bonus in addition to the base
salary as defined in the attached, Schedule A, (unless adjusted by the Board of
Directors as described below), payable annually and in accordance with the
Company's normal payroll procedures. The Board of Directors may review the
Executive's performance from time to time and may increase Executive's bonus
from time to time at its discretion beyond that set forth in Schedule A. The
bonus shall be based on the extent, to which the executive achieves certain
defined goals and objectives, to be determined by mutual agreement between the
Executive and the Board of Directors.
3.3 The base salary for the first year of this agreement shall be set at the
lowest base salary level as set forth in Schedule A. Each successive contract
year, the Executive's base salary shall start the contract year at one salary
level below the sales revenue basis from the previous Company fiscal year plus
any applicable pay plan increases as defined in Section 3.4 and set forth in
Schedule A.
3.4 The Board of Directors shall review the base salary in the Executive pay
plan annually to adjust the base salary no less than that which is set forth in
Schedule A. Executive pay plan base salary may also be adjusted for national
cost-of-living increase or as a result of average base salary increases
determined from annual wage survey for the comparable position.
3.5 The Executive shall be eligible to receive Company stock options in addition
to the base salary as defined in the attached, Schedule A, (unless adjusted by
the Board of Directors as described below), issued annually and in accordance
with the Company's Employee Stock Option Plan procedures. The Board of Directors
may review the Executive's performance from time to time and may increase
Executive's stock options from time to time at its discretion beyond that set
forth in Schedule A. The stock options shall be based on the extent, to which
the executive achieves certain defined goals and objectives, to be determined by
mutual agreement between the Executive and the Board of Directors. The following
terms and conditions apply to the options:
i. Both the number of options and the exercise price are subject
to appropriate adjustments in the event of any stock split, stock
dividend or other change in capital structure affecting the Company's
common stock,
ii. The options and the shares of common stock issuable upon
exercise of the options are subject to restrictions on transfer, as
required by applicable federal and state securities laws
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iii. Options which have not vested on or before the date of
termination of Executive's employment shall terminate only in the
event of termination with cause, and
iv. Notwithstanding the expiration date, all vested options must
be exercised within the earlier of expiration date of the options or
one year after termination with cause of Executive's employment.
The Executive acknowledges that as long as he remains as executive
officer of the Company, he shall be deemed as "affiliate" and/or
"control person" for the purposes of reporting and compliance under the
rules and regulations of the Securities and Exchange commission
ARTICLE 4: Working Conditions and Benefits
4.1 The Executive shall be entitled to paid vacations during each year of his
employment with the Company in accordance with company practice in that year,
but no less than described on the attached, Schedule A, which is incorporated in
this Agreement as part hereof by this reference. The Executive shall also be
entitled to leave for illness or temporary disability, which may be paid or
unpaid, in accordance with the policies of the Company in effect at that time,
but no less favorable to the Executive than described in Schedule A.
4.2 The Executive shall work at 000 Xxxxxxx Xxxx., Xxxxx X, Xxxxxx Xxxxx, XX
00000 and at such other place or places as the Company may direct. The Executive
shall travel on the Company's behalf to the extent reasonably necessary and be
reimbursed for such travel.
4.3 The Company shall reimburse the Executive for all reasonable and necessary
business travel and entertainment expenses, upon presentation by the Executive
of an itemized accounting of all expenditures unrelated to office rental.
4.4 The Company shall provide to the Executive, to the full extent provided for
under the laws of the Company's State of Incorporation and the Company's Bylaws,
indemnification for any claim or lawsuit which may be threatened, asserted or
commenced against the Executive by reason of the fact that the Executive is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or other agent of
another corporation, partnership, joint venture, trust or other enterprise or
employee benefit plan, provided that indemnification shall not be provided in
violation of applicable law. The indemnification to be provided to the Executive
shall include coverage of the Executive by director and officer insurance no
less favorable to the Executive than the policies referred to in Schedule A. The
Company shall also provide the Executive with mandatory advancement of expenses
upon receipt by the Company only of Executive's written undertaking to repay any
such amount advanced if the Executive is ultimately found not to be entitled to
indemnification under applicable law.
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ARTICLE 5: Other Benefits
5.1 During the term hereof, the executive shall be entitled to receive such of
the following benefits of employment that are or become available to other
members of the Company's senior executive management: health insurance benefits,
business travel insurance, term life insurance, pension, savings and profit
sharing plan, income protection, and disability insurance, in each instance
consistent with the Executive's position as President and COO and no less
favorable to the Executive than any description thereof in Schedule A.
5.2 During the term hereof, the executive shall be entitled to receive such of
the following benefits: complete annual physical, maximum of two airline club
memberships, health club membership, Xx. Xxxx Xxxxx stress treatments, laptop
computer, cell phone, remote computer access, long distance calling card, annual
tax accountant and preparation services, in each instance consistent with the
Executive's position as President and COO and no less favorable to the Executive
than any description thereof in Schedule A.
5.3 Stock options in addition to those described in Section 3.5 may be granted
from time to time at the discretion of the Board of Directors. The following
terms and conditions apply to the options:
i. Both the number of options and the exercise price are subject
to appropriate adjustments in the event of any stock split, stock
dividend or other change in capital structure affecting the Company's
common stock,
ii. The options and the shares of common stock issuable upon
exercise of the options are subject to restrictions on transfer, as
required by applicable federal and state securities laws,
iii. Options which have not vested on or before the date of
termination of Executive's employment shall terminate only in the
event of termination with cause, and
iv. Notwithstanding the expiration date, all vested options must
be exercised within the earlier of expiration date of the options or
one year after termination with cause of Executive's employment.
The Executive acknowledges that as long as he remains as executive
officer of the Company, he shall be deemed as "affiliate" and/or
"control person" for the purposes of reporting and compliance under the
rules and regulations of the Securities and Exchange commission.
5.4 Within ninety (90) days of the Company attaining $5,000,000 in total revenue
in any fiscal year for the duration of this agreement the executive will receive
the use of a Company vehicle for the remainder of the term of this Agreement
according to the following:
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i. The maximum value of the vehicle shall not exceed $50,000. The
Executive shall be responsible for any payments and expenses beyond
this value .
ii. The Company will lease the vehicle for a maximum of three (3)
years.
iii. The Company shall provide comprehensive automobile insurance
with a deductible of no more than $500.00.
iv. The Company shall maintain and/or reimburse executive for
maintenance and normal operation repairs upon presentation by the
Executive of an itemized accounting of all expenditures.
v. The Company shall provide a gas allowance up to a maximum of
$100.00 per month.
5.5 Within ninety (90) days of the Company attaining $10,000,000 in
total revenue in any fiscal year for the duration of this agreement
the executive will receive the use of a Personal Country Club
Membership for the remainder of the term of this Agreement according
to the following:
i. The Company shall pay a membership initiation fee up to a
maximum of $25,000.00. The Executive shall be responsible for any
payments and expenses beyond this value.
ii. The Company shall pay monthly membership dues up to a maximum
of $500.00 per month. The Executive shall be responsible for any
payments and expenses beyond this value.
iii. The Company shall provide a personal/business use allowance
up to a maximum of $500.00 per month.
5.6 Within ninety (90) days of the Company attaining $15,000,000 in total
revenue in any fiscal year for the duration of this agreement the executive will
receive the use of a Personal Financial Planning Service for the remainder of
the term of this Agreement according to the following:
i. The Company shall provide Executive Financial Planning
Services up to a maximum of $5,000.00 per year. The executive
shall be responsible for any payments and expenses beyond this
value.
5.7 The Executive may receive the benefits set forth in this Agreement in other
forms such as stock and/or cash as determined by mutual agreement between the
Executive and the Board of Directors in the event the benefits are not made
available to the Executive as set forth in Schedule A.
ARTICLE 6: Term
The Company shall continue the Executive's employment, and the Executive shall
remain in employment with the Company, from the commencement date set forth in
the
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Article 1 until the date when the Executive employment terminates pursuant
to Article 1 and/or Article 7.
ARTICLE 7: Termination
7.1 The Executive may voluntarily terminate this agreement at any time upon
written notice to the Company. The Executive shall provide at least thirty (30)
days advance notice to the Company of the Executive's election to voluntarily
terminate this agreement. The Executive will receive all accrued base salary and
vacation up to the date of termination. At the discretion of the Board of
Directors, a severance package may or may not be offered in the event of a
voluntary termination.
7.2 The Company may terminate this agreement for Cause at any time by giving the
Executive written notice thereof specifying with particularity the grounds for
such termination. In such event, this agreement and the employment relationship
hereunder shall be terminated as of the date of such written notice and the
Executive will be entitled to no further salary from the Company. The Company
shall continue, however, to provide the Executive with the indemnification
referred to in Article 4.4, but shall not be required to provide such
indemnification for or in connection with any matter in which a cause of action
is asserted against the Executive for any act, which constitutes grounds for
termination for Cause hereunder. For purposes hereof, "Cause" shall mean:
i. A material violation of the terms of this Agreement that has
not been cured by the Executive within thirty (30) days of receipt of
notice particularly describing each such violation;
ii. A breach of trust, defined as acts of dishonesty, moral
turpitude, theft, embezzlement and self-dealing;
iii. The disclosure of confidential information prohibited
hereunder (except disclosure in good-faith belief that the same is for
the benefit of the Company) which results (or can reasonably be
expected to result) in material harm to the Company; or
iv. Negligence or willful misconduct, either of which results (or
can reasonably be expected to result) in material harm to the Company.
Notice of termination for Cause shall be forwarded to the Executive by the
Company upon and after a resolution of the Board of Directors authorizing such
notification and shall be effective immediately; provided, however, that the
Executive may be reinstated retroactively, at the discretion of the Board of
Directors, in the event that within thirty (30) days the Executive establishes
to the satisfaction of the Board of Directors that Cause did not exist.
7.3 The Company may terminate this Agreement at any time upon a minimum of
ninety (90) days written advance notice to the Executive. Such notice shall be
forwarded to the Executive by the company only upon and after a resolution of
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the Board of Directors authorizing such notification and shall be deemed a
termination without cause. Immediately upon the effective date of termination
without cause the Executive shall be eligible for and shall receive a Severance
Package including salaries, bonus payments, severance payments, extended health
coverages, vesting, benefit payments, company car, stock issuance, and accrued
vacation as set forth in Schedule A.
7.4 The employment agreement provides that if the executive terminates this
agreement with `Good Reason" upon ninety (90) days advance notice to the Company
and such notice shall be deemed termination without cause. Immediately upon the
effective date of termination without cause the Executive shall be eligible for
and shall receive a Severance Package including salaries, bonus payments,
severance payments, extended health coverages, vesting, benefit payments,
company car, stock issuance, and accrued vacation as set forth in Schedule A.
Under this employment agreement, "Good Reason" generally means the occurrence of
any of the following events without the Executive's written consent:
i. An assignment of duties or responsibilities, or a change in
title or authority, inconsistent with the executive's position as
President and COO.
ii. Any failure by the Company to comply with the Employment
Agreement's compensation provisions.
iii. A requirement for the Executive to relocate.
iv. The failure of a successor entity to assume the Employment
Agreement.
v. Any other material breach of the Employment Agreement
7.5 If the Executive's employment is terminated due to disability, or in the
event of death, the Executive or the Executive's estate will receive continued
payments of the base salary for the remainder of the scheduled term of the
employment agreement less any disability benefits. The company may subscribe to
an insurance policy to provide a lump sum payment.
ARTICLE 8: Change In Control
In the event of a Change in control, as hereinafter defined, the Company shall
pay the Executive in a lump sum the amount of three (3) years of annual base
salary in effect at the time of such Change in Control plus three (3) times the
highest annual bonus paid for any fiscal year during the employment period. Such
payment and grant shall be made regardless of the continuation or termination of
Executive's employment with the Company after a change in control, and shall be
in addition to, and not in lieu of, any other payments or issuances due pursuant
to the terms of this Agreement and set forth in Schedule A. For purposes hereof,
a Change in Control shall be deemed to have occurred:
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8.1 If there has occurred a "change in control" as such term is used in Item 1
(a) of Form 8-K promulgated under the Securities Exchange Act of 1934, as
amended at the date hereof ("Exchange Act"), or
8.2 If there has occurred a change in control as the term "control" is defined
in Rule 12b-2 promulgated under the Exchange Act.
ARTICLE 9: Confidentiality and Non-Competition
9.1 The Executive and the Company recognize that due to the nature of the
Executive's engagement hereunder, and the relationship of the Executive to the
Company, the Executive will have access to, will acquire, and may assist in
developing confidential proprietary information relating to the business and
operations of the Company and its affiliates, including information with respect
to their marketing methods. The Executive acknowledges that such information has
been and will continue to be of central importance to the business of the
Company and its affiliates and that disclosure of it or its use by others could
cause substantial loss to the Company. The Executive and the Company also
recognize that an important part of the Executive's duties shall be to develop
good will for the business relationships with the Company and its affiliates may
follow the Executive if and when his relationship with the Company is
terminated. Therefore, the Executive hereby agrees as follows:
i. All company trade secrets, proprietary information, software
codes, advertising, sales, marketing and other materials or articles
of information, including customer and supplier lists, data of any
kind furnished to the Executive by the Company or developed by the
Executive on behalf of the Company or at the Company's direction or
for the Company's use or otherwise in connection with the Executive's
employment hereunder, are and shall remain in the sole and
confidential property of the Company: if the Company requests the
return of such materials at any time during or after the termination
of the Executive's employment, the Executive shall immediately deliver
the same to the Company.
ii. During the term of the Executive's employment and during any
period in which the Executive may receive severance up to one (1) year
(or would be receiving severance pay if he receives a lump sum rather
than installments), the Executive shall not, directly or indirectly,
own, manage, operate, join or control, or participate in the
ownership, management, operation or control of, or be a director,
stockholder or an employee of, or a consultant to, any business, firm,
corporation or entity which:
(a) Is conducting business which competes with the business,
as conducted at any time during the term of employment with
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the Company, of the Company or any of its affiliates with
which the Executive had any substantial management
involvement, or
(b) Is or was at any time during the term of employment with
the Company a vendor, supplier, customer or distributor of
the Company or any of its affiliates with which the
Executive had any substantial involvement.
During the same period of time specified in the preceding sentence, the
Executive shall not solicit, directly or indirectly, for the Executive's own
account or for the account of others, orders for merchandise, products and
services sold or rendered by the Company during employment with the Company from
any person or entity which was a customer of the Company or which the Company
shall have terminated.
iii. During the term of this Agreement and for a period of one
(1) year thereafter, the Executive shall not at any time, directly or
indirectly, urge any customer, or any person or entity which the
Company was actively soliciting to be a customer during the twelve
(12) month period immediately preceding that date upon which his
employment relationship shall have terminated, to discontinue, in
whole or in part, business or not to do business with, the Company:
nor shall the Executive directly or indirectly induce or attempt to
influence any employee of the Company to terminate his or her
employment with the Company.
iv. During the term of this Agreement and at all times
thereafter, the Executive shall not knowingly use for his personal
benefit, or disclose, communicate or divulge to, or use for the direct
or indirect benefit of any person, firm, association or entity other
than the Company, any material referred to in paragraph (i) above or
any information regarding the business methods, business policies,
procedures, techniques, research or development projects or results,
trade secrets, or other knowledge or processes used or developed by
the company or names addresses of customers or clients or any other
confidential information relating to or dealing with the business
operations or activities of the Company, first made known to the
Executive or first learned or acquired by he Executive while in the
employ of the Company.
v. The foregoing provisions of this Article shall not:
(a) Prevent Executive from owning five (5) percent or less
of the outstanding stock of any publicly traded entity,
(b) Apply information of any type that is publicly
disclosed, or is or becomes publicly available, in each
instance without a violation by the Executive of the
provisions of this Article, and
(c) Be construed to prevent disclosure by the Executive
pursuant to legal process, provided in this event the
Executive shall endeavor to give reasonable advance notice
to the Company of any legal process involving him that may
result in otherwise prohibited disclosure.
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vi. It is recognized that damages in the event of breach by the
Executive of this Article would be difficult, if not impossible, to
ascertain. It is, therefore, agreed that the Company shall have the
right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any breach, and the Executive hereby
waives any and all defenses specifically related to the ground of lack
of jurisdiction or competence of the court to grant such injunction or
other equitable relief. The existence of this right shall not preclude
any other rights and remedies at law or in equity, which the Company
may have.
ARTICLE 10: Construction, Enforceability, and Severability
10.1 The descriptive headings of Articles, or of, or in any exhibit, are
inserted for convenience only and are not a part of this Agreement. Unless
otherwise qualified, references in this Agreement to "Article" are to provisions
of this Agreement and a reference thereto includes any subparts. As used herein,
the singular includes the plural, the plural includes the singular, and words in
one gender include the others, the terms "party" and "parties" are references to
the Company and/or the Executive as permitted or required by the context,
"herein", "hereunder", "hereof", and similar references refer to the whole of
this Agreement, "include", "including", and similar terms are not words of
limitation, and any examples are not limiting. The failure of an incorporated
party to affix its corporate seal to this Agreement shall not impair the
validity of the signature of that party but shall, instead, be the adoption by
that party of the phrase "(CORPORATE SEAL)" as the corporate seal of that party
for the purposes of this Agreement. In the event any date specified herein or
determined hereunder shall be on a Saturday, Sunday or nationally declared
holiday, then that date so specified or determined shall be deemed to be the
next business day following such date and compliance by or on that day shall be
deemed to be compliance with the terms of this Agreement.
10.2 If any provision of this Agreement shall be held invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect. If any
provision or portion of this Agreement is held invalid or unenforceable with
respect to particular circumstances, it shall remain in full force and effect in
all other circumstance.
10.3 The Company represents and warrants to the Executive that, to the best of
its knowledge, it has bee duly authorized to execute, deliver, and perform this
Agreement and each related agreement, and that execution, delivery, and
performance hereof and thereof is not and will not be a breach or violation of
any obligation or commitment, whether contractual or otherwise, to which the
Company is subject or by which it is bound.
ARTICLE 11: Arbitration
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Any controversy or claim arising out of or relating to this Agreement or the
breach thereof, or the Executive's employment or the termination thereof, shall
be settled by arbitration in St' Petersburg, Florida in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association. The decision of the arbitrator shall be final and
binding on the parties, and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The arbitrator shall be
empowered to enter an equitable decree mandating specific enforcement of the
terms of this Agreement. The Company and the Executive shall share equally all
fees and expenses of the arbitrator: provided, however, that the Company or the
Executive, as the case may be, shall bear all fees and expenses of the other
party if the arbitrator determines that the claim or position of the Company or
the Executive, as the case may be, was without reasonable foundation. The
Executive and the company each hereby consent to personal jurisdiction of the
state and federal courts located within the territorial limits of the above
venue for any action or proceedings arising from or relating to this Agreement
or relating to any arbitration in which the parties are participants, and waive
all venue objections with respect to such arbitration, actions or proceedings.
ARTICLE 12: Notice
Any notice, request, demand or other communication required to be given under
the terms of this agreement shall be in writing and shall be deemed to have duly
given if delivered to the addressee in person or mailed by certified mail,
return receipt requested, to the Executive at the last resident address the
Executive has provided to the Company, at is principal executive offices.
ARTICLE 13: Benefit
This Agreement shall inure to and shall be binding upon the parties, the
successors, and assigns of the company, and the heirs and personal
representatives of the Executive.
ARTICLE 14: Waiver
The waiver by either party of any breach or violation of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.
ARTICLE 15: Governing Law
The law of the State of Florida (except its provisions governing the choice of
law) shall govern the construction, enforcement, and validity of this Agreement.
ARTICLE 16: Entire Agreement
This Agreement constitutes or refers to the entire understanding of the
Executive and the Company with respect to the subject matter hereof and
supersedes any and all prior
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understandings written or oral. This Agreement may not be changed, modified, or
discharged orally, but only by an instrument in writing signed by the parties.
ARTICLE 17: Counterparts and Facsimile Signatures
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument. Execution and delivery of this Agreement
by exchange of facsimile copies bearing the facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
In Witness Whereof, the parties have executed this Agreement and
affixed their hands and seal the day and year first above written.
EXECUTIVE
------------------------
Xxxxxxx X. Xxxxxx
SEAVIEW VIDEO TECHNOLOGY, INC.
------------------------
Xxxxx Xxxxx, Board of Directors
(CORPORATE SEAL)
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SCHEDULE A
President & Chief Operation Officer - 2003 Compensation Plan
Base Base
Monthly Annual Total Social
Sales Volume Salary Salary Bonus SOP Salary Security 401K Disability Healthcare
< $1M $ 7,800 $ 93,600 $ 37,440 $ 13,104 $ 144,144 $ 7,294 $ 2,246 $ 2,995 $ 5,390
$1-1,999,999M $ 8,700 $ 104,400 $ 41,760 $ 14,616 $ 160,776 $ 7,513 $ 2,506 $ 3,341 $ 5,390
$2-2,999,999M $ 9,700 $ 116,400 $ 46,560 $ 16,296 $ 179,256 $ 7,757 $ 2,794 $ 3,725 $ 5,390
$3-4,999,999 $ 10,100 $ 121,200 $ 48,480 $ 16,968 $ 186,648 $ 7,854 $ 2,909 $ 3,878 $ 5,390
$5-12,499,999M $ 12,400 $ 148,800 $ 59,520 $ 20,832 $ 229,152 $ 8,415 $ 3,571 $ 4,762 $ 5,390
$12.5 - 19,999,999M $ 16,500 $ 198,000 $ 79,200 $ 27,720 $ 304,920 $ 9,413 $ 4,752 $ 6,336 $ 5,390
$20-29,999,999M $ 21,400 $ 256,800 $ 102,720 $ 35,952 $ 395,472 $ 10,607 $ 6,163 $ 8,218 $ 5,390
$30-39,999,999M $ 23,000 $ 276,000 $ 110,400 $ 38,640 $ 425,040 $ 10,997 $ 6,624 $ 8,832 $ 5,390
>$40M Board of Director Review and Analysis
Total
Sales Volume Pension Time Off Compensation
< $1M $ 2,246 $ 11,981 $ 176,297
$1-1,999,999M $ 2,506 $ 13,363 $ 195,395
$2-2,999,999M $ 2,794 $ 14,899 $ 216,614
$3-4,999,999 $ 2,909 $ 15,514 $ 225,102
$5-12,499,999M $ 3,571 $ 19,046 $ 273,907
$12.5 - 19,999,999M $ 4,752 $ 25,344 $ 360,907
$20-29,999,999M $ 6,163 $ 32,870 $ 464,883
$30-39,999,999M $ 6,624 $ 35,328 $ 498,835
>$40M Board of Director Review and Analysis
Bonus Points Earned: 40% of actual earned base salary for the fiscal bonus year
--------------------
Bonus Point Components:
o 40% Sales
o 30% Gross Profit
o 30% Net Profit
Bonus Valuation: Refer to bonus point valuation table
----------------
Stock Option Plan (SOP): 1 option granted per $1.00 total salary earned for the
previous year
o Total salary earned equals annual base salary level achieved plus
actual bonus earned
o Stock options are valued at the closing stock price on the last
trading day of the fiscal year
o Stock options vest in two years
o Stock options expiration date is ten (10) years from earn date
o Stock options may also be governed by the Company approved Employee
Stock Option Plan
Bonus Point Valuation Table
Base Value = $1.00 per bonus point earned
Plus or minus point value determined from table based on component increase or
decrease versus last year and/or goal
Maximum point value = $1.00 + $2.60; Minimum point value = $1.00 - $1.00
%vs. LY/G Point Value% vs. LY/G Point Value% vs. LY/G Point Value% vs. LY/G Point Value% vs. LY/G Point Value% vs. LY/G Point Value
(50)$ (1.00) (25)$ (0.35) 0 $ - 25 $0.16 50 $0.65 75 $1.43
(49)$ (0.97) (24)$ (0.33) 1 $ - 26 $0.18 51 $0.67 76 $1.48
(48)$ (0.94) (23)$ (0.31) 2 $ - 27 $0.19 52 $0.70 77 $1.53
(47)$ (0.91) (22)$ (0.29) 3 $ - 28 $0.21 53 $0.72 78 $1.58
(46)$ (0.88) (21)$ (0.27) 4 $ - 29 $0.22 54 $0.75 79 $1.62
(45)$ (0.85) (20)$ (0.25) 5 $0.01 30 $0.24 55 $0.78 80 $1.66
(44)$ (0.82) (19)$ (0.23) 6 $0.01 31 $0.25 56 $0.81 81 $1.70
(43)$ (0.79) (18)$ (0.22) 7 $0.02 32 $0.27 57 $0.84 82 $1.74
(42)$ (0.76) (17)$ (0.20) 8 $0.02 33 $0.28 58 $0.87 83 $1.78
(41)$ (0.73) (16)$ (0.19) 9 $0.03 34 $0.30 59 $0.90 84 $1.82
(40)$ (0.70) (15)$ (0.17) 10 $0.03 35 $0.32 60 $0.93 85 $1.86
(39)$ (0.67) (14)$ (0.16) 11 $0.04 36 $0.34 61 $0.96 86 $1.91
(38)$ (0.65) (13)$ (0.14) 12 $0.04 37 $0.36 62 $0.99 87 $1.95
(37)$ (0.62) (12)$ (0.13) 13 $0.05 38 $0.38 63 $1.02 88 $2.00
(36)$ (0.60) (11)$ (0.11) 14 $0.05 39 $0.40 64 $1.05 89 $2.04
(35)$ (0.57) (10)$ (0.10) 15 $0.06 40 $0.42 65 $1.08 90 $2.09
(34)$ (0.55) (9)$ (0.09) 16 $0.07 41 $0.44 66 $1.12 91 $2.13
(33)$ (0.52) (8)$ (0.08) 17 $0.08 42 $0.46 67 $1.15 92 $2.18
(32)$ (0.50) (7)$ (0.07) 18 $0.09 43 $0.48 68 $1.19 93 $2.22
(31)$ (0.47) (6)$ (0.06) 19 $0.10 44 $0.50 69 $1.22 94 $2.27
(30)$ (0.45) (5)$ (0.05) 20 $0.11 45 $0.52 70 $1.26 95 $2.31
(29)$ (0.43) (4)$ (0.04) 21 $0.12 46 $0.55 71 $1.29 96 $2.36
(28)$ (0.41) (3)$ (0.03) 22 $0.13 47 $0.57 72 $1.33 97 $2.41
(27)$ (0.39) (2)$ (0.02) 23 $0.14 48 $0.60 73 $1.36 98 $2.46
(26)$ (0.37) (1)$ (0.01) 24 $0.15 49 $0.62 74 $1.40 99 $2.51
100 $2.60
14
Compensation Plan Guidelines:
1. Base salary is based on the total sales volume of the Company. Base salary
will start at the lowest level beginning February 1, 2003
2. On the 5th and 25th of each month the CFO will compare total sales (January
1 to date) to sales volume pay levels.
3. If an increase in base pay level is achieved the increase will be effective
as follows: o Sales level achieved on the 5th merits base salary increase
on 16th and paid end-of-the-month. o Sales level achieved on the 25th
merits base salary increase on 1st and paid mid-month.
4. Bonus shall be calculated by March 15 following the year completed and will
be paid in cash, restricted stock, or stock options by April 15.
5. Bonus will be prorated based on full months employed for associates who are
not employed a full year.
6. Associate must have been employed on December 31st inorder to be eligible
for and earn bonus for the previous year.
7. Social security, 401K, disability, healthcare, pension and time-off noted
in compensation plan are for company budgeting purposes but may be used as
a guide to determine payment in lieu of benefit should the company not make
available to the Executive.
Annual Base Model Salary Increase: Base salary shall be increased +4% at the
beginning of each contract year starting with January 2004
Paid Vacation: Four (4) weeks per year. Any unused vacation may be rolled over
into the next year or may be paid in cash, restricted stock, or stock options as
per the request of the executive.
Personal Days: Five (5) per year
Holidays: 7.5 annually
Health Insurance:
o Executive and family will be eligible on the effective date of this
agreement.
o Executive coverage is at no cost.
o Executive pays 50% of the cost of additional family coverage.
o Coverage should be comparable to Blue Cross/Blue Shield PPD healthcare plan
Dental Insurance:
o Executive and family will be eligible on the first of the month following
the first 90 days of this agreement
o Executive pays 50% of the cost of the coverage.
Life Insurance: The Company shall pay for coverage of the executive in an amount
equal to the one and one-half (1 1/2) times the base salary but not less than
$200,000.
15
Business Travel Accident Insurance: The Company shall pay for coverage of the
executive in an amount equal to three (3) times the base salary but not less
than $500,000.
Disability Insurance: The Company shall pay for coverage of the executive with a
policy consistent with the Executive's position as President and COO.
Liability Insurance: The Company shall carry at all times liability insurance at
a minimum of $2,000,000 coverage.
Director's and Officer's Insurance: While the executive is indemnified as
described herein, the Company shall carry at all times D & O insurance at a
minimum of $2,000,000.
Savings and Profit Sharing, Pension Plan: Executive will participate as soon as
available. These benefits may be paid in cash, restricted stock, or stock
options by mutual agreement of the executive and the Board of Directors.
Other Benefits: The Company shall provide the executive with the following
benefits for the term of the agreement: complete annual physical, maximum of two
airline club memberships, health club membership, Xx. Xxxx Xxxxx stress
treatments, laptop computer, cell phone, remote computer access, paid long
distance calling card, annual tax accountant and preparation services, in each
instance consistent with the Executive's position as President and COO.
Severance Package:
o Executive will receive payment of two (2) years highest achieved
annual base salary during any contract year
o Executive will receive payment of two (2) years maximum bonus for
applicable severance base salary o The Company will provide executive
with two (2) years healthcare coverage plus family coverage paid as
defined herein
o The executive will receive a one-time buyout payment of $1,000,000 to
be paid in cash and/or common stock as specified by the executive
according to a schedule determined by the executive
o One (1) year additional Company and applicable executive contributions
into 401K, pension, and disability plans
o Executive shall maintain use of company car including insurance as
specified herein until the expiration of lease at the Company's
expense
o The executive will receive all accrued and unused vacation
o The executive may retain ownership of any cell phones and one computer
