EMPLOYMENT AGREEMENT
Exhibit
10.2
THIS
EMPLOYMENT AGREEMENT ("Agreement") is made as of the 15th day of May, 2009, by
and between GUARDIAN ZONE TECHNOLIGIES, INC., a Delaware corporation, (the
"Company"), and Xxxxx Xxxxx, an individual (the "Executive").
WHEREAS,
the Company desires to employ the Executive as Chief Executive Officer of the
Company, and the Executive desires to be employed by the Company in such
capacities; and
WHEREAS,
the parties hereto desire to enter into an agreement of employment mutually
beneficial to said parties, and for the purpose of defining the rights, duties
and obligations of each of the parties hereto.
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
which is hereby acknowledged, the Company and the Executive agree as
follows:
1. Employment. Upon
the terms and subject to the conditions of this Agreement, the Company hereby
employs the Executive and the Executive hereby accepts employment by the Company
on the terms and conditions hereinafter set forth.
2. Term. Subject
to the provisions of Section 12 of this Agreement, Executive's employment shall
be for a period of three (3) years, commencing on May 15, 2009. At
the end of the initial term of the Agreement, the Agreement will renew on an
annual basis with the consent of each of the parties.
3. Executive's Position, Duties
and Authority.
3.1 Position. The
Company shall employ the Executive, and the Executive shall serve as Chief
Executive Officer of the Company.
3.2 Description. The
Executive shall perform such duties and responsibilities as shall be reasonably
assigned to the Executive by the Board of Directors of the Company.
3.3 Authority. At
all times during the Term, the Executive shall report directly to the Board of
Directors of the Company.
4. Services.
4.1 General. The
Executive shall devote sufficient business time, labor, skill and energy to the
business and affairs of the Company and to the duties and responsibilities
referred to in Section 3.2 of this Agreement.
4.2 Opportunities;
Investments. The Executive covenants and agrees that, during
the Term, he shall inform the Company of each business opportunity related to
the business of the Company or any of the Company's subsidiaries or affiliates
of which he becomes aware and that he will not, directly or indirectly, exploit
any such opportunity for his own account.
5. Location of
Employment. The principal location for the performance of his
duties hereunder shall be at the sole discretion of the executive.
6. Warrants. Executive
shall be granted by the Company 6,000,000 Warrants to purchase Common Stock of
the Company at a warrant exercise price of $0.02 per share (the
“Warrants”). The Warrants shall vest 1,000,000 Warrants immediately
upon signing this agreement and 2,500,000 Warrants per three month anniversary
of the employment of Executive.
7. Base
Salary. For all services rendered by Employee under this
Agreement, Employee will receive a base salary (“Base Salary”) of Two Hundred
Thousand and 00/100 Dollars ($200,000.00) per year less applicable withholding
and payroll taxes. The Base Salary will be paid in accordance with
the Corporation’s standard payroll practices. The Executive’s
compensation will be recorded as a liability owed to Executive (accrued wages
and related payroll taxes) and will not be due and payable until the company is
able to pay such wages.
7. Bonuses. Commencing
with the Term of this Agreement, each year the Executive shall be eligible to a
discretionary annual bonus (a “Bonus”), payable within ninety (90) days after
the end of the fiscal year in an amount to be determined by the Board of
Directors in consideration for the Executive's performance.
8. Deductions. The
Company shall, in accordance with applicable law, deduct from the any
compensation paid to Executive by the Company under the provisions of this
Agreement, or, if applicable, to his estate, legal representatives or other
beneficiary designated in writing by the Executive, all social security taxes,
all federal, state and municipal taxes and all other charges and deductions
which now or hereafter are required by law to be charged on the compensation of
the Executive or charged on cash benefits payable by the Company hereunder to
his estate, legal representatives or other beneficiary.
9. Expenses;
Vacation. The Company shall reimburse the Executive, upon
production of reasonably detailed accounts and vouchers or other reasonable
evidence of payment by the Executive, all in accordance with the Company's
regular procedures in effect from time to time and in form suitable to establish
the validity of such expenses for tax purposes, all ordinary, reasonable and
necessary travel, entertainment and other business expenses including such
expenses set forth in Section 10.2 hereof as shall be incurred by him in the
performance of his duties hereunder. During the Term of this
Agreement, the Executive shall be entitled to 6 weeks vacation annually at the
compensation in effect when the vacation is taken.
10. Benefits and Additional
Benefits.
10.1 Benefits. During
the Term, the Executive shall be eligible to participate in any pension or
profit-sharing plan or program of the Company now existing or hereafter
established, on terms no less favorable than those made available to other
senior executives of the Company.
10.2 Additional
Benefits. The Executive shall be entitled to receive such
other benefits or rights as may be provided under any employment benefit plan
provided by the Company that is now or hereafter will be
reflected, including participation in life, medical, disability and
dental insurance plans at no cost.
11. Confidential
Information. All records, papers, models, programs and other
documents and those kept or made by the Executive relating to the business or
affairs of the Company, the Company's subsidiaries or affiliates, or any of the
clients or customers of such entities shall be and remain the property of the
Company, and to the-extent available shall be delivered by the Executive to the
Company as may required, upon the expiration or earlier termination of the
Executive's employment by the Company.
12. Termination.
12.1 Reasons for
Termination. Notwithstanding the provisions of Sections 1 and
2 hereof, this Agreement may be terminated prior to the expiration of the Term
by the Board of Directors of the Company upon 180 days’ written notice to
Executive.
12.2 Consequences of Termination
of this Agreement under Section 12. In the event that this
Agreement is terminated in accordance with Section 12.1 above, the Company shall
have no further obligations or liabilities to the Executive hereunder and the
Warrants will cease to vest.
13. Notices. Any
notice, direction or instruction required or permitted to be given hereunder
shall be given in writing and may be given by telex, telegram, facsimile
transmission or similar method if confirmed by mail as herein provided; by mail
if sent postage prepaid by registered mail, return receipt requested; or by hand
delivery to any party at the address of the party set forth below. If
notice, direction or instruction is given by telex, telegram or facsimile
transmission or similar method or by hand delivery, it shall be deemed to have
been given or made on the day on which it was given, and if mailed, shall be
deemed to have been given or made on the third business day following the day
after which it was mailed. Any party may, from time to time, by like
notice give notice of any change of address and in such event, the address of
such party shall be deemed to be changed accordingly.
(i) If
to the Executive: Xxxxx Xxxxx
000
Xxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
(ii) If
to the Company: GZT
00
Xxxxxxxx Xxxx
Xxxxxxx Xxxxx,
Xxxx 00000
With a copy to:
Xxxxx X. Xxxxxxxxx
Xxxxxxxxx & Xxxxxxxx,
LLP
00000
Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
Xxxx 00000
Fax: (000)
000-0000
14. General.
15.1 Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Ohio, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws.
15.2 Captions. The
section headings contained herein are for reference purposes only and shall not
in any way affect the meaning or interpretation of this Agreement.
15.3 Entire
Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, between or among the parties, except as specifically provided
herein. There are no oral promises, conditions, representations,
understandings, interpretations or terms of any kind as conditions or
inducements to the execution hereof or in effect among the
parties. No custom or trade usage, nor course of conduct among the
parties, shall be relied upon to vary the terms hereof.
15.4 Amendments;
Waivers. This Agreement cannot be changed, modified or
amended, and no provision or requirement hereof may be waived, without consent
in writing of the parties hereto. However, in the event that the
Company issues an Employee Directive which amends or modifies any policy
specifically identified and incorporated into this Agreement, such policy
automatically shall be deemed included as part of this Agreement without further
consideration other than the continued performance of this Agreement's material
terms by the Company. The failure of a party at any time or times to
require performance of any provision hereof shall in no manner affect the right
of such party at a later time to enforce the same. No waiver by a
party of the breach of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this
Agreement.
15.5 Beneficiaries. Whenever
this Agreement provides for any payment to the Executive's estate, such payment
may be made instead to such beneficiary or beneficiaries as the Executive may
have designated in a writing filed with the Company. The Executive
shall have the right to revoke any such designation and to re-designate a
beneficiary or beneficiaries by written notice to the Company (and any
applicable insurance company) to such effect.
15.6 Further
Assurances. The parties hereto agree that, after the execution
of this Agreement, they will make, do, execute or cause or permit to be made,
done or executed all such further and other lawful acts, deeds, things, devices,
conveyances and assurances in law whatsoever as may be required to carry out the
true intention and to give full force and effect to this Agreement.
15.7 Ability to Fulfill
Obligations. Neither the Company nor the Executive is a party
to or bound by any agreement which would be violated by the terms of this
Agreement.
15.8 Severability. Should
any provision of this Agreement be unenforceable or prohibited by any applicable
law, this Agreement shall be considered divisible as to such provision which
shall be inoperative, and the remainder of this Agreement shall be valid and
binding as though such provision were not included herein.
15.9 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original. It shall not be necessary when making proof
of this Agreement to account for more than one counterpart.
15.10 Survival of Certain
Provisions. The provisions of Sections 10, 11, and 12 shall,
to the extent applicable, continue in full force and effect notwithstanding the
expiration or earlier termination of this Agreement or of the Executive's
employment in accordance with the terms of this Agreement.
15.11 Arbitration of
Disputes. Any dispute or controversy between the parties
relating to or arising out of this Agreement or any amendment or modification
hereof shall be determined by arbitration in Cleveland, Ohio by and pursuant to
the rules then prevailing of the American Arbitration
Association. The arbitration award shall be final and binding upon
the parties and judgment may be entered thereon by any court of competent
jurisdiction. The service of any notice, process, motion or other
document in connection with any arbitration under this Agreement or the
enforcement of any arbitration award hereunder may be effectuated either by
personal service upon a party or by certified mail duly addressed to him or to
his executors, administrators, personal representatives, next of kin, successors
or assigns, at the last known address or addresses of such party or
parties. If the Executive is the prevailing party on any issue in any
such arbitration proceeding, he shall be entitled to recover from the Company
any actual expenses for attorney's fees and disbursements incurred by
him.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
GUARDIAN
ZONE TECHNOLOGIES, INC.
By:
/s/ Xxxxxx X. Xxxx
Name: Xxxxxx X.
Xxxx
Title:
/s/ Xxxxx Xxxxx
Xxxxx
Xxxxx
