RAPINTRON(TM)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("AGREEMENT") IS DATED AND ENTERED INTO EFFECTIVE AS
OF DECEMBER 1, 2003 (THE "EFFECTIVE DATE"), BY AND BETWEEN RAPIDTRON, INC., A
DELAWARE CORPORATION ("RAPIDTRON"), AND XXXXX XXXXXXX, AN INDIVIDUAL ("YOU" OR
"XXXXXXX").
NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual
covenants, provisions and terms set forth in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Rapidtron and Xxxxxxx agree as follows:
1. Term. Unless terminated earlier as provided in this Agreement, Rapidtron
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employs Xxxxxxx for a term beginning on the Effective Date and ending on
November 30, 2006 (the "Term").
2. Title; Base Salary: Effective as of the date of this Agreement, you will
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be employed as Vice President of Resort Sales of Rapidtron and will earn a base
salary of $115,000 per annum. Base salary will be payable on the same schedule
and otherwise in accordance with Rapidtron's normal practices for its senior
executives.
3. Incentive Bonus. In addition to your base salary, you will be entitled
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to earn annual incentive compensation upon the Company generating net sales from
the resort industry. During the first year of the Term, you will earn
incentive compensation equal to two percent (2%) of net sales of the Company
received from the Effective Date through December 31, 2004, from the resort
industry, in excess of $1,000,000, up to a maximum incentive compensation of
$100,000 per year, as illustrated by the chart below:
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Bonus % Level Sales Bonus Earned
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2% One $3,000,000 $ 40,000
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2% Two $4,000,000 $ 60,000
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2% Three $6,000,000 $ 100,000
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During the remainder of the Term, you will earn incentive compensation in an
amount based on Rapidtron Inc.'s Bonus Plan, as approved by the directors of the
Company's parent corporation, Rapidtron, Inc., a Nevada corporation ("Parent").
As used in this Agreement, "net sales" shall mean actual revenue received by the
Company from all new contracts and all increased sales from existing contracts
meeting the Company's approved pricing terms, including all contracts currently
in negotiation, less discounts, installation fees, taxes, returns, extraordinary
expenses or discounts negotiated following installation. Pricing terms must be
approved by the Chief Executive Officer, Chief Financial Officer or General
Manager. Net sales shall be included in the calendar year invoiced, subject to
payment. Incentive compensation on net sales invoiced in one calendar year and
paid in the subsequent calendar year shall be paid within thirty (30) days after
receipt of payment. Rapidtron shall deduct from any incentive compensation due
and payable to Employee, an amount equal to all incentive compensation
previously paid or credited on sales with respect to which (i) any products have
been returned to Rapidtron by any customer, (ii) Rapidtron has failed to receive
timely payment or has, in its sole discretion, turned over any overdue balance
for collection, or (iii) Rapidtron, in its sole discretion, has credited an
allowance
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to any customer based on mutual agreement with Employee. In addition, the full
amount of any charge back due solely to Employee's error will be deducted for
full amount.
4. Withholding. All payments under paragraphs 2 and 3 and other payments
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and compensatory benefits will be subject to taxes and withholding in accordance
with applicable law.
5. Benefits.
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a. Medical and Dental. You and your family will be entitled to
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participate in Rapidtron's regular health insurance plan for employees
identified no later than six months prior to expiration of any COBRA
coverage available to you and available on or before expiration of any
COBRA coverage available to you.
b. Vacation. You will be entitled to four (4) weeks of paid vacation
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time per year during the Term, such vacation to be scheduled at times
that do not materially interfere with the business of Rapidtron. Up to
two (2) weeks of unused vacation time may be used in the following
year, up to a maximum of six weeks available vacation time at any one
time. At no time will benefits relating to unused vacation in excess
of six (6) weeks be accrued or payable.
c. Stock Options. You shall be entitled to receive stock options in
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accordance with the 2003 Stock Plan Agreement attached hereto as
Exhibit "A".
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6. Reimbursement of Expenses. Rapidtron shall reimburse you for all
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business-related expenses and costs actually incurred in the performance of your
duties under this Agreement, including, without limitation, the lodging and
travel costs and expenses necessitated by performance and the equipment and
airtime charges for a mobile telephone. Reimbursement of all such costs and
expenses shall be subject to reasonable policies and procedures established from
time to time by Rapidtron, including, without limitation, completion of
Rapidtron's expense reports to qualify for expense reimbursement.
7. Confidentiality, Assignment of Inventions, and Non-Compete.
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7.1 Proprietary Information. In the course of your engagement by
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Rapidtron, you will continue to have access to confidential and proprietary
information regarding Rapidtron and its business, including, but not limited to,
information regarding Rapidtron's technologies, methods and techniques, product
information, specifications, technical drawings and designs, trade secrets,
know-how, sources of supply, product and market research data, customer lists,
marketing plans, and financial information regarding Rapidtron and its
operations. Such information shall be referred to hereinafter as "Proprietary
Information" and shall include any and all of the information of the type
described and shall also include any and all other confidential and proprietary
information relating to the business to be conducted by Rapidtron, whether
previously existing, now existing or arising hereafter, whether conceived or
developed by others or by you alone or with others, and whether or not conceived
or developed during regular working hours. Proprietary Information which is
released into the public
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domain during the period of your engagement under this Agreement, provided the
same is not in the public domain as a consequence of disclosure directly or
indirectly by you in violation of this Agreement, shall not be subject to the
restrictions of this Section 7.1.
7.2 Non-Disclosure. You shall not disclose, directly or indirectly,
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(except as your duties may require and except as required by law) any
Proprietary Information to any person other than Rapidtron, any employees of
Rapidtron who are authorized, at the time of such disclosure, to receive such
information, or such other persons to whom you have been specifically instructed
to make disclosure by the Board of Directors of Rapidtron and in all such cases
only to the extent required in the course of your service to Rapidtron. At the
termination of this Agreement, you shall deliver to Rapidtron all notes,
letters, documents, records, computer files, programs and other media which may
contain Proprietary Information which are then in its possession or control and
shall not retain or use any copies or summaries thereof.
7.3 Assignment of Inventions. All ideas, inventions, and other
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developments or improvements conceived or reduced to practice by you, alone or
with others, during the term of this Agreement, whether or not during working
hours, that are within the scope of the business of Rapidtron or Parent or that
relate to or result from any of Rapidtron's or Parent's work or projects or the
services provided by you to Rapidtron or Parent pursuant to this Agreement,
shall be the exclusive property of Rapidtron or Parent. You agree to assist
Rapidtron or Parent during the term, at Rapidtron's or Parent's expense, to
obtain patents and copyrights on any such ideas, inventions, writings, and other
developments, and agrees to execute all documents necessary to obtain such
patents and copyrights in the name of Rapidtron or Parent, including an
assignment of any rights therein.
7.4 Covenant Not to Compete. During the term of this Agreement, you
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shall not engage in any of the following competitive activities: (a) engaging
directly or indirectly in any business or activity substantially similar to any
business or activity engaged in (or proposed to be engaged in) by Rapidtron or
Parent; (b) engaging directly or indirectly in any business or activity
competitive with any business or activity engaged in (or proposed to be engaged
in) by Rapidtron or Parent; (c) soliciting or taking away any employee, agent,
representative, contractor, supplier, vendor, customer, franchisee, lender or
investor of Rapidtron or Parent, or attempting to so solicit or take away; (d)
interfering with any contractual or other relationship between Rapidtron or
Parent and any employee, agent, representative, contractor, supplier, vendor,
customer, franchisee, lender or investor; or (e) using, for the benefit of any
person or entity other than Rapidtron or Parent, any Proprietary Information of
Rapidtron or Parent. The foregoing covenant prohibiting competitive activities
shall survive the termination of this Agreement and shall extend, and shall
remain enforceable against you, for the period of one (1) year following the
date this Agreement is terminated. In addition, during the two-year period
following such expiration or earlier termination, you shall not make or permit
the making of any negative statement of any kind concerning Rapidtron or Parent.
8. Indemnification. To the maximum extent permitted by law, Rapidtron shall
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indemnify, defend (with counsel selected by you and reasonably acceptable to
Rapidtron) and hold harmless, you and your attorneys, successors and assigns,
and each of them (each a "Xxxxxxx Indemnitee"), from and against all claims,
losses, liabilities, damages, demands, actions, causes of actions, judgments,
settlements, costs and expenses of any nature whatsoever (including, without
limitation, reasonable attorneys' fees, expert witness fees, and costs related
thereto) (collectively, "Claims") which any such Xxxxxxx Indemnitee may suffer
or incur in connection with (i) a breach
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by Rapidtron of its obligations hereunder, or (ii) the performance by you as an
officer, director or employee of Rapidtron, including, without limitation, your
acts and omissions as Vice President of Resort Sales; provided, however, that
the indemnity obligations as set forth hereunder shall not extend to any Claims
arising or resulting solely from your gross negligence or willful misconduct.
Rapidtron's obligations to pay Claims hereunder shall be due and payable as and
when such Claims are incurred, including without limitation, all legal fees and
costs and other expenses, incurred by you in connection with the defense against
and settlement of any Claim. The indemnification provided by this Section 8
shall be deemed cumulative, and not exclusive, of any other rights to which you
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office. Nothing in this
section shall affect any right to indemnification to which you may be entitled
by contract or otherwise. To the maximum extent permitted by law and to the
extent reasonably affordable to Rapidtron, Rapidtron shall procure, pay for and
maintain standard form directors' and officers' liability insurance with an
insurance carrier and in amounts reasonably acceptable to you.
9. Termination and Resignation.
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9.1 Termination Upon Death. If you die during the Term, this Agreement
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shall terminate. Upon such termination, you shall be entitled to all accrued and
unpaid compensation, including the Base Salary and accrued and unused vacation,
and the prorated amount of the Incentive Bonus as of the date of death.
9.2 Termination Upon Permanent Disability. In the event of your
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"Permanent Disability" (as hereinafter defined), Rapidtron may terminate this
Agreement effective upon thirty (30) days notice to you. For the purposes of
this Agreement, you shall be deemed to have suffered "Permanent Disability" in
the event that you become disabled by physical or mental illness or injury to
the extent that the Board of Directors of Rapidtron reasonably believes,
notwithstanding such reasonable accommodations as Rapidtron may make in response
to such disability, that you cannot carry out or perform responsibilities, and
such disability continues for a period of six (6) consecutive months or three
hundred sixty-five (365) days in any twenty-four (24) month period, without
regard to whether such three hundred sixty-five (365) days are consecutive. In
the event that Rapidtron terminates this Agreement following your Permanent
Disability, Rapidtron shall continue to pay you a prorated Incentive Bonus
through the date of your termination.
9.3 Resignation by Xxxxxxx.
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9.3.1 You may immediately resign for cause at any time by written
notice to Rapidtron. For purposes of this Agreement, the term "cause" for your
resignation shall be (a) a breach by Rapidtron of any material covenant or
obligation hereunder; (b) the voluntary or involuntary dissolution of Rapidtron;
or (c) a "Change in Control" (as defined below) of Rapidtron. The written
notice given hereunder by you to Rapidtron shall specify in reasonable detail
the cause for resignation, and, in the case of the cause described in (a) above,
such resignation notice shall not be effective until thirty (30) days after
Rapidtron's receipt of such notice, during which time Rapidtron shall have the
right to respond to your notice and cure the breach or other event giving rise
to the resignation. In the event that Rapidtron is able to cure, this Agreement
shall continue in full force and effect. For purposes of this Agreement, a
"Change in Control" shall mean the occurrence of any one of the following
events: (i) any merger or
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consolidation in which Rapidtron is not the surviving or resulting entity; (ii)
any transfer of all or substantially all of the assets of Rapidtron; (iii) the
transfer of a majority of the common stock or voting power of Rapidtron by one
or more shareholders in one or more transactions; or (iv) the issuance of stock
in Rapidtron constituting a change in control immediately following such
issuance.
9.4 Termination by Rapidtron.
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9.4.1 Rapidtron may terminate this Agreement for cause at any time
by written notice to you. For purposes of this Agreement, the term "cause" for
termination by Rapidtron shall be (a) a conviction of or plea of guilty or nolo
contendere by you to a felony which could reasonably be expected to have a
material adverse effect on Rapidtron, its business, its goodwill or its
prospects; (b) the consistent refusal by you to perform your material duties and
obligations hereunder; or (c) your willful and intentional misconduct in the
performance of your material duties and obligations. The written notice given
hereunder by Rapidtron to you shall specify in reasonable detail the cause for
termination. In the case of a termination for the cause described in (a) above,
such termination shall be effective upon receipt of the written notice. In the
case of the causes described in (b) and (c) above, such termination notice shall
not be effective until thirty (30) days after your receipt of such notice,
during which time you shall have the right to respond to Rapidtron's notice and
cure the breach or other event giving rise to the termination. In the event
that you are able to cure, this Agreement shall continue in full force and
effect.
9.4.2 You will receive an annual review of your performance by the
Chief Executive Officer and Senior Vice President.
9.5 Effect of Termination. Upon any termination of this Agreement,
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neither party shall have any further obligations thereafter arising under this
Agreement, except as provided in Section 17 below.
9.5.1 Upon your resignation without cause, or a termination of
this Agreement by Rapidtron with cause pursuant to Section 9.4 above, Rapidtron
shall immediately pay to you all accrued and unpaid compensation as of the date
of such termination. Thereafter, all compensation obligations of Rapidtron
under Section 6 shall cease.
9.5.2 Upon a resignation of this Agreement with cause by you
pursuant to Section 9.3.1 above, or a termination of this Agreement by Rapidtron
without cause, (a) Rapidtron shall immediately pay to you all accrued and unpaid
compensation as of the date of such termination; (b) provided you continue to
comply with the covenant set forth in Section 7.4, Rapidtron shall continue to
pay the Base Salary through the lesser of (i) six (6) months following the date
of termination, or (ii) the end of the Term of this Agreement; (c) provided you
continue to comply with the covenant set forth in Section 7.4, Rapidtron shall
pay the incentive compensation through the end of the earlier of (i) the six (6)
months following termination or (ii) the end of the Term, as if you had
continued to perform for the remainder of said period at the average rate of
increase in Profits over the prior twelve (12) month period; and (d) Rapidtron
shall pay the cost of your COBRA health insurance coverage for a period of six
(6) months following termination.
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9.6 Effect of Combination or Dissolution. This Agreement shall not be
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terminated by the voluntary or involuntary dissolution of Rapidtron, or by any
merger or consolidation in which Rapidtron is not the surviving or resulting
entity, or any transfer of all or substantially all of the assets of Rapidtron,
or upon any transfer of a majority of the ownership interests of Rapidtron by
one or more members in one or more transactions, or upon the issuance of any
other security interests of Rapidtron constituting a majority of the outstanding
securities immediately following such issuance. Instead, subject to your right
to terminate this Agreement pursuant to Section 9.3 above, the provisions of
this Agreement shall be binding on and inure to the benefit of Rapidtron's
successors and assigns.
9.6.1 Upon acquisition, merger and/or any other business
combination with Rapidtron, you hereby agree that notwithstanding Section 9.3.1,
if so requested by the resulting board of directors, you will maintain your
management role within Rapidtron, as a "transitional period" to assist incoming
management in the proper performance of his duties. Said "transitional period"
shall not exceed 12 calendar months unless otherwise mutually agreed, pursuant
to the terms and conditions of this Agreement, including compensation, and for
purposes of Section 9.5.2, the date of termination shall be the last day of such
transitional period.
10. Remedies.
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10.1 Injunctive Relief Regarding Confidentiality. You acknowledge and
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agree that (i) the covenants and the restrictions contained in Sections 7 and 8
above are necessary, fundamental, and required for the protection of the
business of Rapidtron; (ii) such covenants relate to matters which are of a
special, unique, and extraordinary character that gives each of such covenants a
unique and extraordinary value; and (iii) a breach of any of such covenants will
result in irreparable harm and damages to Rapidtron which cannot be adequately
compensated by a monetary award. Accordingly, it is expressly agreed that in
addition to all other remedies available at law or in equity, Rapidtron shall be
entitled to seek injunctive or other equitable relief to restrain or enjoin you
from breaching any such covenant or to specifically enforce the provisions of
Sections 7 or 8 above.
10.2 No Limitation of Remedies. Notwithstanding the provisions set
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forth in Section 10.1 of this Agreement or any other provision contained in this
Agreement, the parties hereby agree that no remedy conferred by any of the
specific provisions of this Agreement, including without limitation, this
Section 10, is intended to be exclusive of any other remedy, and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.
10.3 No Setoff. Notwithstanding anything to the contrary set forth in
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this Agreement, all payments paid by Rapidtron to you under this Agreement,
including, without limitation, the compensation under Section 6 above, shall be
made without setoff, deduction or counterclaim of any kind whatsoever.
11. Successors and Assigns. This Agreement is in the nature of a personal
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services contract; and subject to Section 9.6 above, neither party shall assign
this Agreement without the prior written consent of the other party. This
Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective successors, permitted assigns, heirs and legal representatives.
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12. Governing Law. This Agreement shall be construed under and in
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accordance with, and governed in all respects by, the laws of the State of
California (without giving effect to principles of conflicts of law).
13. Waiver. The failure of any party to insist on strict compliance with
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any of the terms, covenants, or conditions of this Agreement by any other party
shall not be deemed a waiver of that term, covenant or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.
14. Notices. Any notice or other communication required or permitted
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hereunder (each, a "Notice") shall be in writing, and shall be deemed to have
been given (a) two (2) days following deposit of such Notice in the United
States mail, certified, postage prepaid, return receipt requested, or (b) upon
receipt if delivered personally, or delivered by reputable, recognized third
party overnight delivery service or courier service or (c) the next business day
following receipt, if transmitted by facsimile (provided that such facsimile is
followed by the deposit of the original Notice, or a copy thereof, in the United
States mail, certified, postage prepaid, return receipt requested, no later than
the next business day following transmission of such facsimile), addressed to
the parties as follows:
Xxxxxxx: Xxxxx Xxxxxxx
__________________
__________________
To Rapidtron: Rapidtron, Inc.
0000 Xxxxxx Xxxxxx, xxxxxxxx X
Xxxxx Xxxx, Xxxxxxxxxx 00000
Facsimile Number: 000-000-0000
with copies to: Xxxxxxx X. Xxx, Esq.
Xxx Xxxxxxx LLP
00000 Xxx Xxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
Either party may require such Notices to be delivered and given to any address
different from or additional to the address set forth above, by delivering
Notice thereof to the other party pursuant to this Section.
15. Integration. This Agreement constitutes the entire agreement of the
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parties hereto with respect to the engagement and retention of you by Rapidtron
and your services to Sub, and supersedes any and all prior and contemporaneous
agreements, whether oral or in writing, between the parties hereto with respect
to the subject matter hereof. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied in this Agreement or such addenda (or in other written agreements
signed by the
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parties and dated the date hereof), and that no other agreement, statement or
promise not contained in this Agreement or such addenda (or such other written
agreements) shall be valid or binding on either party.
16. Amendments. This Agreement may not be amended, modified, altered or
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supplemented except by written agreement executed and delivered by the parties
hereto.
17. Survival of Certain Rights and Obligations. The rights and obligations
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of the parties hereto pursuant to Sections 7, 8, 9, and 10 of this Agreement
shall survive the termination of this Agreement.
18. Severability. If any provision of this Agreement is held by a court of
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competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way. If any court of competent jurisdiction holds any
provision of this Agreement to be invalid, void or unenforceable with respect to
any state, region or locality, such provision shall nevertheless continue in
full force and effect in all other states, regions and localities to which such
provision applies.
19. Further Assurances. The parties agree that, at any time and from time
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to time during the Term, they will take any action and execute and deliver any
document which the other party reasonably requests in order to carry out the
purposes of this Agreement.
20. Headings. The section headings contained in this Agreement are for
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reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
21. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
22. Attorneys' Fees. If any action at law or in equity is necessary to
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enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover any and all reasonable attorneys' fees, expert witness fees,
costs and necessary disbursements in addition to any other relief to which such
party may be entitled.
23. Incorporation. The recitals and exhibits to this Agreement are
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incorporated herein and, by this reference, made a part hereof as if fully set
forth herein.
24. No Third Party Beneficiary. This Agreement is made and entered into
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between the parties solely for the benefit of the parties, and not for the
benefit of any other third party or entity. No third party or entity shall be
deemed or considered a third party beneficiary of any covenant, promise or other
provision of this Agreement or have any right to enforce any such covenant,
promise or other provision against either or both parties.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
effective as of the date first above written.
"RAPIDTRON"
RAPIDTRON, INC,
a Delaware corporation
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Chief Executive Officer and President
"YOU"
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX, an individual
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EXHIBIT "A"
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RAPIDTRON, INC.
2003 STOCK PLAN AGREEMENT
(XXXXXXX)
This 2003 Stock Plan Agreement ~ Xxxxxxx (the "Agreement) is made effective as
of December 1, 2003, between RAPIDTRON, INC., a Nevada corporation (the
"Company"), and XXXXX XXXXXXX, an individual (the "Participant"), to evidence
the right to receive Nonqualified Options under the Company's 2003 Stock Plan
(the "Plan"). Except as otherwise specifically defined in this Agreement,
capitalized terms have the meaning given to them in the Plan.
1. Option Terms:
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(a) Type of Options. Participant shall be entitled to receive
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Nonqualified Options.
(b) Number of Options. Provided Participant is not in default under
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the Employment Agreement, dated December 1, 2003, as may be amended, Participant
shall earn up to 110,000 Nonqualified Options as follows:
- 10,000 Nonqualified Options upon execution of the Employment
Agreement.
- 10,000 additional Nonqualified Options upon reaching net sales of
US$2,000,000
- 30,000 additional Nonqualified Options upon reaching net sales of
US$4,000,000
- 60,000 additional Nonqualified Options upon reaching net sales of
US$6,000,000
(c) Exercise Price. The greater of (i) $1.25 per share, or (ii) the
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average closing trading price of the Company's common stock during the
ten (10) preceding trading days from the date issued.
(d) Vesting. Options are vested upon issuance.
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(e) Term. The lesser of (i) ninety (90) days from the date Participant
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is terminated from employment with Company Group, or (ii) five (5)
years from the date issued.
2. Conflicts. This Agreement is made pursuant to the terms of the
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Employment Agreement between Participant and the Company Group, as amended (the
"Employment Agreement"), which was approved and adopted pursuant to a merger
agreement between the Company and Rapidtron, Inc., a Delaware corporation. This
Agreement shall be subject to all of the provisions of the Plan and the
Employment Agreement. In the event of any inconsistency between this Agreement
and the Employment Agreement, the Employment Agreement shall control. In the
event of any inconsistency between this Agreement and the Plan, the Plan shall
control.
3. Confidentiality, Competition, and Solicitation. The Employment Agreement
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contains provisions prohibiting a participant from disclosing confidential
information of the Company at any time.
4. General. This Agreement, together with the Plan and the Employment
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Agreement, contains the entire agreement of the parties regarding the subject
matter of this Agreement. This Agreement may be executed in counterparts, both
of which together shall constitute one and the same instrument. THE PARTICIPANT
AGREES TO HOLD THE CONTENTS OF THIS AGREEMENT AND THE PARTICIPANT'S
PARTICIPATION IN THE PLAN STRICTLY CONFIDENTIAL, AND NOT TO DISCLOSE THE SAME TO
ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY OTHER EMPLOYEES OF THE COMPANY OR
ANY PART OF THE COMPANY GROUP) WITHOUT PRIOR WRITTEN CONSENT OF THE BOARD OF
DIRECTORS.
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IN WITNESS WHEREOF, the parties have signed this Agreement effective as of the
date first set forth above.
Rapidtron, Inc.,
a Nevada corporation
By_______________________________
Xxxx Xxxxx, President &
Chief Executive Officer
__________________________________________
XXXXX XXXXXXX, an individual
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BENEFICIARY DESIGNATION FORM
RAPIDTRON, INC.
2003 STOCK PLAN
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The undersigned Participant hereby designates the following beneficiary(ies) to
receive any payments owed to the Participant under the Rapidtron, Inc. 2003
Stock Plan in the event of the Participant's death.
PRIMARY BENEFICIARY (IES) PERCENTAGE(S)
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CONTINGENT BENEFICIARY (IES) PERCENTAGE(S)
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Unless otherwise explicitly provided in the Beneficiary Designation Form, a
Contingent Beneficiary shall receive a benefit only if all Primary Beneficiaries
are deceased as of the date of the Participant's death. Unless otherwise
explicitly provided in the Beneficiary Designation Form, the beneficiary(ies)
entitled to receive a benefit shall become fixed as of the date of the
Participant's death so that, if a beneficiary survives the Participant but dies
before the receipt of all payments due the beneficiary under this Form, any
remaining payments shall be payable to the representative of the beneficiary's
estate.
This designation shall remain in effect until a new Beneficiary Designation Form
with a later date shall be signed and filed with Rapidtron, Inc.
By: ___________________________
Print Name ___________________________
Date: ___________________________
RAPIDTRON Inc. 0000 Xxxxxx Xxxxxx, Xxxxxxxx X, XX 00000
Tel 000.000.0000 fax 000.000.0000
RAPINTRON(TM)
XXXXX XXXXXXX
00000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxx 00000
February 4, 2004
Re: Amendment of Employment Agreement
Dear Xxxxx:
This letter memorializes your agreement with Rapidtron, Inc. (the
"Company") to amend the terms of your Employment Agreement, dated effective as
of December 1, 2003, and the 2003 Stock Plan Agreement related thereto
(collectively, the "Agreement").
The option terms are hereby modified as follows: the exercise price of all
Nonqualified Options that may be granted under the Agreement (including the
10,000 options earned on December 1, 2003) is $1.25 per share.
All capitalized terms not otherwise defined in this letter have the same
meaning as ascribed to such term in the Agreement. Except as otherwise modified
herein, the Agreement shall continue in full force and effect, and the parties
hereby ratify and reaffirm the Agreement as modified herein.
If you agree with the foregoing, please execute this letter where indicated
below and return a copy to me.
Sincerely,
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx,
General Manager
ACKNOWLEDGED AND AGREED:
/s/ Xxxxx Xxxxxxx
----------------------------
XXXXX XXXXXXX, an individual
RAPIDTRON Xxx.0000 Xxxxxx Xxxxxx, Xxxxxxxx X, XX 00000
tel 000.000.0000 fax 000.000.0000
