EXHIBIT D EMPLOYMENT AGREEMENT
EXHIBIT
D
EMPLOYMENT AGREEMENT
June 17,
2009
Xxxxxx X.
Xxxxxxxxx
00000
Xxxxx Xxxx
Xxxx,
Xxxxxxx 00000
Dear
Xxxxxx:
On behalf
of Innovative Software Technologies, Inc. (“Innovative”)
and its wholly-owned subsidiary, The WEB Channel Network, Inc., (“WEB Channel”
or the
“Company”), it is my pleasure as President of Innovative and as the
current President of the Company to extend this offer of employment to you to
serve as the new President of the Company. With your acceptance of
this offer, by your signature below and your delivery of this letter agreement
to the Company with your signature, this letter agreement will constitute your
employment agreement with the Company (“this
Agreement”). At that time, I will resign as President of the
Company and assume the role of Chief Financial Officer of the
Company.
In
addition to your appointment as President, the Company will ask you to join its
Board of Directors and serve in the role of Chairman. The duties,
responsibilities and benefits of the Chairman of the Board of Directors will be
outlined in a separate letter to you.
The terms
and conditions of your employment by the Company are as follows:
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Position:
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President.
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Duties:
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You
will report to the Board of Directors of the Company and you will be
responsible for pursuing the corporate strategy, executing the business
plan and managing the overall affairs of the Company as approved by the
Board of Directors.
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Start
Date:
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June
17, 2009.
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Term:
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Three
years from the Start Date, provided that either party may cancel this
agreement by giving the other party written notice of a prior
termination.
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Base
Salary:
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$150,000
per year and payable bi-weekly. The parties agree that during
the initial stage of the Company’s development, as equity funding is
arranged and positive cash flow is achieved, a portion of the base salary
will need to be deferred. The parties also agree that this base
salary relates to a full-time position. Increases in base
salary may occur annually at the discretion of the Company’s Compensation
Committee.
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Performance
Bonuses:
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Also
at the discretion of the Company’s Compensation Committee, performance
bonuses may be approved on a semi--annual or annual
basis.
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Termination
Without
Cause:
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If
the Company terminates you without “Cause”
for any reason during the Term or any extension thereof, then the Company
agrees that as severance, it will continue to pay you your Base Salary and
maintain your employee benefits for a period that is equal to one month
for every full year of your employment by the Company (subject to a
minimum of one month and a maximum of two months), beginning on the date
of your termination notice. For
the purposes of this Agreement, the Company shall have “Cause”
to terminate your employment hereunder upon: (i) failure to
materially perform and discharge your duties and responsibilities under
this Agreement (other than any such failure resulting from incapacity due
to illness) after receiving written notice and allowing you ten (10)
business days to cure such failures, if so curable, provided, however,
that after one such notice has been given to you, the Company is no longer
required to provide time to cure subsequent failures under this provision,
or (ii) any breach
by you of the provisions of this Agreement; or (iii) misconduct which,
in the opinion and sole discretion of the Company, is injurious to the
Company; or (iv)
any felony conviction involving the personal dishonesty or moral
turpitude, or (v)
engagement in illegal drug use or alcohol abuse which prevents you
from performing your duties in any manner, or (vi) any material
misappropriation, embezzlement or conversion of the Company’s or any of
its subsidiary’s or affiliate’s property or business opportunities by you;
or (vii) willful
misconduct by you in respect of your duties or obligations under this
Agreement or the Non-Disclosure, Non-Competition, Non-Solicitation, and
Invention Agreement.
You
acknowledge and agree that any and all payments to which you are entitled
under this Section are conditioned upon and subject to your execution of a
general waiver and release, in such reasonable form as counsel for each of
the Company and you shall agree, of all claims you have or may have
against the Company.
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Benefits:
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You
will be entitled to participate in all medical and other benefits that the
Company may establish for its employees in accordance with the Company’s
policy for such benefits at any given time. Other benefits may
include but not be limited to: short term and long term disability, dental
and an employee stock purchase
plan.
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Paid Time
Off:
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After
completing twelve months of employment, you will be eligible for three (3)
weeks of paid time off (PTO) per year (120 hours), which will accrue on a
pro-rata basis throughout the year.
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Stock
Options:
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Upon
your Start Date, you will be granted employee incentive stock options to
purchase up to five million (5,000,000) shares of Innovative common stock
at an exercise price of $0.03 per
share.
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The
grant of such options will be made pursuant to Innovative’s stock option
plan and will be evidenced by a separate Option Agreement, which
Innovative will execute with you within 60 days of the date you sign and
deliver to the Company Innovative’s and the Company’s Non-Disclosure,
Non-Competition, Non-Solicitation and Invention Agreement. So
long as you remain employed by the Company, such options will have a five
year term from the grant date and will vest according to the following
schedule:
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Time-Based
Vesting
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1,000,000 upon
the Start Date
2,000,000 at
your first year anniversary
2,000,000 at
your second year anniversary
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If
for any reason you resign within 12 months following your Start Date, you
will forgo all such unvested options. Furthermore, you
understand that the Innovative’s stock option plan requires that any
employee who leaves the employment of Innovative, the Company, or any
other subsidiary of Innovative at a time when such person has vested
options, such person will have no more than three (3) months from such
termination date to exercise any vested
options.
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The
Company further agrees that your stock options will contain a provision that
states that in the event that Innovative or the Company is purchased or there is
a change in control prior to the time in which all of your options have vested,
then all of your unvested options shall automatically vest.
In the
event the Company terminates you without “Cause,” then the pro rata portion of
any unvested time-based options up until the date of notice of termination that
are due to vest in the year of termination shall vest.
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Non-Disclosure,
Non-Competition,
Non-Solicitation,
and
Invention
Agreemnent:
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You
agree that prior to your Start Date, you will execute the Innovative’s and
the Company’s Non-Disclosure, Non-Competition, Non-Solicitation and
Invention Agreement attached Exhibit E. You understand that if
you should fail to execute such Non-Disclosure, Non-Competition,
Non-Solicitation and Invention Agreement in the agreed form, it will be
grounds for revoking this offer and not hiring
you.
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Employee’s
Representations:
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You
understand and acknowledge that this position is an officer level position
within the subsidiary of a public company that is subject to government
regulation. You represent and warrant, to the best of your
knowledge, that nothing in your past legal or work experiences, which if
became broadly known in the marketplace, would impair your ability to
serve as an officer of a public company or its subsidiary or materially
damage your credibility with public shareholders. You further
represent and warrant, to the best of your knowledge, that, prior to
accepting this offer of employment, you have disclosed all material
information about your past legal and work experiences that would be
required to be disclosed on a Directors’ and Officers’ questionnaire for
the purpose of determining what disclosures, if any, will need to be made
with the U.S. Securities and Exchange Commission. Prior to
Innovative’s next public filing, you also agree to fill out a Director’s
and Officer’s questionnaire in form and substance satisfactory to the
Company’s counsel. You further represent and warrant, to the
best of your knowledge, that you are currently not obligated under any
form of non-competition or non-solicitation agreement which would preclude
you from serving in the position indicated above for the Company or
soliciting business relationships for any laboratory services from any
potential customers in the United States.
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Miscellaneous:
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(i)
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This
Agreement supersedes all prior agreements and understandings between the
parties and may not be modified or terminated orally. No
modification or attempted waiver will be valid unless in writing and
signed by the party against whom the same is sought to be
enforced.
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(ii)
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The
provisions of this Agreement are separate and severable, and if any of
them is declared invalid or unenforceable by a court of competent
jurisdiction or an arbitrator, the remaining provisions shall not be
affected.
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(iii) This
Agreement is the joint product of the Company and you and each provision hereof
has been subject to the mutual consultation, negotiation and agreement of the
Company and you and shall not be construed for or against either party
hereto.
(iv) This Agreement will be
governed by, and construed in accordance with the provisions of the law of the
State of Florida, without reference to provisions that refer a matter to the law
of any other jurisdiction. Each party hereto hereby irrevocably
submits itself to the exclusive personal jurisdiction of the federal and state
courts sitting in Hillsborough, Florida.
(v)
This
Agreement may be signed in counterparts and by fax; and each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
(vi)
Within three days of your start date, you will need to provide
documentation verifying your legal right to work in the United
States. Please understand that this offer of employment is contingent
upon your ability to comply with the employment verification requirements under
federal laws and that we cannot begin payroll until this requirement has been
meet.
(vii)
Employment with the Company is an “at-will” relationship and not
guaranteed for any term. You or the Company may terminate employment
at anytime for any reason.
If the
terms and conditions of employment as set forth above are acceptable to you,
please sign and return two duplicate copies of this Agreement.
Very
truly yours,
The WEB
Channel Network, Inc.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx
X. Xxxxxx, President
Agreed
and Accepted by:
“Employee”
/s/ Xxxxxx X.
Xxxxxxxxx
Xxxxxx X.
Xxxxxxxxx
