EXHIBIT 10.40
THIS AGREEMENT ("AGREEMENT") is made and entered into this
first (1) day of January, 2003, by and between ULTRASTRIP SYSTEMS, INC., a
Florida corporation, its subsidiaries now existing and those to be formed, whose
office is located at 0000 XX Xxxxxx Xxxxxxx, Xxxxxx, Xxxxxxx 00000,
("EMPLOYER"), and XXXXXXX X. XXXXXXX, whose address is 0000 Xxxxxxxx Xxx Xx.
Xxxx Xxxxx Xxxxxxx, Xx. 00000 ("EMPLOYEE").
R E C I T A L S
A. Employer manufacturers a robotic coating removal device,
currently identified as the UltraStrip Robotic System, (the "PRODUCT or
PRODUCTS") and offers various services utilizing the Products, including without
limitation coating removal services ("SERVICES").
B. Employee wishes to be employed by Employer as its Senior
Vice-President of Marketing, reporting to the Chief Executive Officer. Employee,
as a result of such employment, will be trained in Employer's business
procedures and will or may have access to proprietary information belonging to
Employer such as technical information, customer lists, pricing practices, and
other business information. Employee agrees that Employer has developed
favorable goodwill with customers and the business community. Protection of
Employer's trade secrets, confidential information, goodwill, and relationships
with customers and suppliers is essential to the ongoing operation of Employer's
business, the protection of its confidential information, and the maintenance of
its goodwill and relationships.
C. Prior to being employed by Employer, Employee has never
been employed by any business which manufacturers products or offers services
similar to the Products and Services of Employer, or otherwise competes with the
business of Employer.
D. The parties acknowledge the necessity of certain
restrictions on Employee during and subsequent to Employee's employment
hereunder, for the reasonable and proper protection of the good will and
legitimate business interests of Employer. Relative thereto, and as a condition
to the agreement of Employer to continue to employ Employee, Employee has agreed
not to directly or indirectly compete with Employer, disclose trade secrets or
other confidential information, or otherwise take any action which would be
detrimental to the business of Employer, all as more particularly described
below.
E. Employee acknowledges that Employer has and will promulgate
from time to time various rules, regulations and policies that are applicable to
all Employees of Employer (the "POLICY MANUAL"). Relative thereto, and as a
condition to the agreement of Employer to employ Employee, Employee agrees to
comply with all rules, regulations and policies now or hereafter set forth in
the Policy Manual.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and in further consideration of the agreement of Employer
to employ Employee, the parties, intending to be legally bound, hereby agree as
follows:
1. RECITALS.
The above Recitals are true and correct and are incorporated
into this Agreement as if fully set forth herein.
2. DUTIES AND DEVOTION OF EFFORTS. The services to be rendered by the
Employee during the term of this Agreement ("DUTIES") will include those lawful
tasks as may be assigned by Employer's Chief Executive Officer.
ULTRASTRIP SYSTEMS, INC. PAGE 1 OF 11 EMPLOYMENT AGREEMENT
The Employee shall use his best efforts in the performance of his
services hereunder and to promote the interests of the Employer, and its present
and future subsidiaries and affiliates. Employee shall not, during the term of
this Agreement, engage in any other business activity conflicting with the
duties of the Employee under this Agreement, whether or not such activity is
pursued for gain, profit, or other pecuniary advantage; provided, however, that
this shall not be construed as preventing the Employee from investing his
personal assets in businesses which do not compete with the Employer where the
form or manner of such investment will not require services on the part of the
Employee in the operation of the affairs of the business in which such
investments are made and in which his participation is solely that of a passive
investor. Employer employs Employee to render services described above in
addition thereto employs Employee to perform such related duties and
administrative or managerial tasks as may be from time to time assigned to him.
It is understood that Employee may spend up to three (3) business days
per month on independent, non-competitive consulting. It is also understood and
agreed that employee is involved with the Ocean Development Group and Magellan
World Cruises, and that such relationship is non-competitive. These days are
non-accumulating and do not carry over month to month.
3. TERM OF EMPLOYMENT.
A. INITIAL TERM. Employer employs the Employee for an initial
period of twelve (12) months, commencing retroactively from January 1, 2003 and
terminating December 31, 2003 (the "INITIAL TERM").
4. COMPENSATION.
A. COMPENSATION. Employee shall receive as compensation for
Employee's services hereunder, the compensation set forth on the exhibit
attached hereto as EXHIBIT A. Employer shall withhold taxes, contributions and
benefits with respect to the amounts paid to Employee under this Agreement, as
and to the extent required under applicable state and federal laws and
regulations.
B. PAYMENT OF COMPENSATION. Employer shall pay employee's
compensation in accordance with the normal payroll practices of the Employer.
Employer shall provide Employee advance notice of any change in the payment
schedule.
5. TERMINATION OF EMPLOYMENT.
A. TERMINATION OF EMPLOYMENT BY EMPLOYER "FOR CAUSE." This Agreement
shall automatically terminate at any time during the Initial Term or any
Succeeding Term upon written notice to Employee, and the employment relationship
between Employer and the Employee shall be deemed terminated For Cause, upon the
occurrence of any of the following events:
i. Employee fails to perform diligently and in good faith the duties
of his position or otherwise fails to comply with the provisions of the Policy
Manual, after reasonable prior written notice from Employer specifying the
nature of the alleged breach or failure and, if such breach is curable, after
opportunity of at least three (3) business days to correct the alleged breach or
failure; provided, however, that notice and an opportunity to cure shall not be
required in the event the breach or failure arose previously and the breach was
the subject of a previous notice from employer;
ii. Employee breaches any Restrictive Agreement contained in Section
8 of this Agreement.
iii. Employee is convicted of, or pleads guilty or no contest to,
any crime constituting a felony under the laws of the applicable jurisdiction or
Florida;
ULTRASTRIP SYSTEMS, INC. PAGE 2 OF 11 EMPLOYMENT AGREEMENT
iv. Employee's acts or omissions in Employer's sole discretion
subject Employer to shame or ridicule or otherwise materially diminish the
reputation and good standing of Employer;
v. Employee's acts or omissions in Employer's reasonably exercised
judgment involve self-dealing, create a conflict of interest or place Employee
in a posture adverse to the best interests of Employer;
vi. The unlawful harassment, including sexual harassment, as defined
by law, of any Employee, agent or independent contractor of Employer by
Employee; vii. Confirmed abuse of drugs or alcohol by Employee;
viii. Immediately upon Employee's death or permanent disability
which renders Employee incapacitated and prevents Employee from performing his
duties for two (2) consecutive weeks; or
ix. Employer's failure to renew the Agreement at the end of the
Initial Term or any Succeeding Term.
Upon termination pursuant to this provision, Employee shall be entitled to
receive any accrued but unpaid compensation due through the date of termination,
provided however, that no unused leave time, reimbursement of illegitimate
expenses, or other benefits shall be paid to Employee. In the event of
Employee's death, Employee's estate shall be entitled to receive a cash payment
equal to Employee's Base Salary as well as all Discretionary Bonuses due
hereunder. However, it is expressly agreed that, without limiting any of
Employer's remedies at law or under this Agreement, any amounts owing to
Employee hereunder upon termination for cause may be offset by the damages, if
any, suffered by the Employer and caused by the Employee's conduct which gave
rise to such termination.
B. TERMINATION OF EMPLOYEE "WITHOUT CAUSE". Either party may terminate
this agreement without cause by providing sixty (60) days advance notice of
termination in writing.
C. CHANGE OF CONTROL. If termination is a consequence of any sale or a
change of control of the company, employee is guaranteed an additional twenty
four (24) months of the salary in place at the time and the requirements of this
subparagraph shall be explained and conveyed to the parties of such sale or
change of control.
6. REIMBURSEMENT OF EMPLOYEE EXPENSES.
A. EXPENSES. The Employer shall be obligated to reimburse the
Employee only for reasonable travel, entertainment and other out-of-pocket
expenses and disbursements which may be incurred by the Employee and approved by
Employer in advance, in accordance with the Employer's policies, in furtherance
of the businesses of the Employer, as directed by the Employer, and further
provided that:
(i) Each such expenditure is of a nature qualifying it as a
proper deduction on the Federal and State income tax returns of the Employer as
a business expense and not as deductible compensation to the Employee; and
(ii) Employee furnishes the Employer with adequate records and
other documentary evidence as may be reasonably requested by employer, or as may
be required by Federal and State statutes and regulations for the substantiation
of such expenditures as deductible business expenses of the Employer and not as
deductible compensation to the Employee.
Employee agrees that, if at any time, any payment made to the Employee
by the Employer, whether for Compensation or as a business expense
reimbursement, shall be disallowed in whole or in part as a deductible expense
by the appropriate taxing authorities, Employee shall reimburse the Employer to
the full extent of such disallowance.
ULTRASTRIP SYSTEMS, INC. PAGE 3 OF 11 EMPLOYMENT AGREEMENT
7. EMPLOYEE REPRESENTATIONS AND INDEMNIFICATION.
A. CONTRACTS. Employee represents and warrants that he is not
restricted or prohibited, contractually or otherwise, from entering into and
performing this Agreement, and that his execution and performance of this
Agreement is not a violation or breach of any other agreement between Employee
and any other person or entity.
B. INDEMNIFICATION.Employee shall indemnify and save harmless
Employer, its officers and directors, from and against any loss, claim or
damage, including reasonable attorneys' fees, whether or not litigation is
instituted, up through and including all appellate processes, resulting from a
breach of this Agreement.
8. RESTRICTIVE AGREEMENTS.
A. CONFIDENTIAL OR PROPRIETARY INFORMATION AND PRODUCTS. Employee
acknowledges and understands that Employee may have access to certain
confidential and proprietary information of Employer, including without
limitation, patents, trademarks, service marks, formulations, technical data,
copyrighted information or material, customer lists, customer solicitations, fee
schedules, operating manuals, employment agreements, financial statements,
business reports and reports or memoranda regarding Employer's operations,
designs, management information systems, utilization procedures and protocols,
forms and business techniques, utilization review and quality assurance
mechanisms and data, agreements with customers of Employer, educational programs
related to Employer's Products, information related to Employer's financial
affairs, business and marketing plans and strategies, contract negotiations with
investors, customers or potential investors or customers, distributors and
potential distributors, and other information that Employer considers to be a
trade secret or confidential information (collectively, "CONFIDENTIAL OR
PROPRIETARY INFORMATION AND PRODUCTS"), and that such Confidential or
Proprietary Information and Products constitute the valuable, special and unique
property of Employer. Employee further acknowledges and agrees that Employee
will not, at any time during or after the term hereof, in any fashion, form, or
manner, either directly or indirectly, divulge, disclose or communicate to any
person, firm or corporation, in any manner whatsoever, the terms and conditions
of this Agreement or any Confidential or Proprietary Information and Products of
any kind, nature or description. Additionally, Employee shall at all times hold
in the strictest confidence, and will not, without Employer's prior written
consent, use any Confidential or Proprietary Information and Products. The
Confidential or Proprietary Information and Products shall at all times be the
property of Employer. Employee shall cease any and all use of the Confidential
or Proprietary Information and Products and shall return any Confidential or
Proprietary Information and Products in Employee's possession to Employer
immediately upon the expiration or termination of Employee's employment by
Employer. Additionally, Employee shall at all times during and following the
term of this Agreement refrain from making derogatory or disparaging remarks
concerning Employer, its officers, its directors, its employees or their
professional competence, orally or in writing, directly or indirectly.
B. COVENANT NOT TO SOLICIT. Employee agrees that during the term of
this Agreement and for a period of two (2) years following its expiration or
termination, Employee shall not, directly or indirectly (I) solicit, encourage
or advise customers of Employer to obtain or seek products from any similar
business other than Employer, (II) solicit, encourage or advise any current or
prospective investors, stockholders, distributors, employees or consultants of
Employer to terminate their employment or business relationship with Employer
for any reason whatsoever, or (III) interfere with any agreement or contract
between Employer and any of its current or prospective investors, stockholders
customers, distributors or other party(ies).
ULTRASTRIP SYSTEMS, INC. PAGE 4 OF 11 EMPLOYMENT AGREEMENT
C. NON-COMPETITION COVENANT. Employee agrees that during the term of
this Agreement and for a period of two (2) years after the expiration or
termination of this Agreement, Employee shall not, directly or indirectly,
within the United States (the "TERRITORY"), compete with the business of
Employer or perform services similar to the Duties performed hereunder. As used
in this Section 8, the term "compete" includes, without limitation, promoting,
marketing, raising capital, locating prospective investors, or selling any
product or services which are utilized for similar purpose(s) as the Products
and/or Services, directly or indirectly, (through Employees, agents or
independent contractors, either alone or as a partner, joint venture, officer,
director, Employee, independent contractor, consultant, investor, lender or
stockholder of any Employer, firm, partnership, business organization, person or
other entity) in any capacity, to any person, or on behalf of any person or
entity, other than the rendition of the services described in this Employment
Agreement on behalf of Employer.
D. LEGAL REVIEW; REASONABLENESS OF COVENANTS. After reviewing the
terms of this Section and consulting with their separate legal counsel, Employee
and Employer agree that: (I) the terms and conditions of this Section (including
without limitation, the duration and geographic scope of the restrictions) are
fair and reasonable in all respects and not the result of overreaching, duress
or coercion of any kind, (II) the covenants and Agreements contained therein are
necessary to protect Employer's established and legitimate business interests,
(III) Employer would not have entered into this Agreement or otherwise continued
to employ Employee but for the Agreements of the Employee contained in this
Section, (IV) Employee has received adequate consideration under the terms of
this Agreement in exchange for entering into the covenants and Agreements
referenced in this Section, (V) Employee acknowledges and confirms that
Employee's full, uninhibited and faithful observance of each of the covenants
contained in this Section will not cause him any undue hardship, financial or
otherwise, and that enforcement of each of the covenants contained in this
Section will not impair Employee's ability to obtain employment commensurate
with Employee's abilities and on terms fully acceptable to him or otherwise to
obtain income required for the comfortable support of Employee's family and the
satisfaction of the needs of Employee's creditors, and (VI) Employee
acknowledges and confirms that the special knowledge of Employer's business
obtained through Employee's contract with Employer would cause Employer serious,
irreparable injury and loss if he were to use such ability and knowledge to the
benefit of a competitor of Employer, or was to compete with Employer. It is
further agreed by Employee that in the event that any of the provisions of this
Section are found by a court of competent jurisdiction to exceed the time and
geographic limitations enforceable under applicable law, such provisions shall
be automatically reformed to establish the maximum time or geographic
limitations permitted by law.
E. INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE. Employee recognizes and
agrees that a violation of any of the provisions contained in this Section will
cause irreparable damage to Employer, the exact amount of which may be
impossible to ascertain, and that, for such reason, among others, Employer shall
be entitled to an injunction in order to restrain any further violation of such
provisions, and/or to a decree for Specific Performance of the provisions of
this Agreement. Such right to an injunction shall be in addition to, and not in
limitation of, any other rights and remedies Employer may have against Employee,
including, but not limited to, the recovery of damages. Employee waives any
requirement for securing or posting a bond in connection with equitable relief
requested by Employer.
F. SURVIVAL. The terms and conditions of this Section shall survive
the expiration or termination of this Agreement.
9. EXTENSION OF RESTRICTIVE AGREEMENTS.
The durational provisions included in Section 8 hereof shall be
tolled for any period during which the Employee violates any provision of that
Section. Moreover, in the event Employer is determined to be the prevailing
party in any legal action or other proceeding for the enforcement of this
Agreement, the time for calculating the term of the covenants contained in
Section 8 shall not include the period of time commencing with the filing of
such legal action or other proceeding through the date of final judgment or
final resolution, including all appeals, if any, of such legal action or other
proceeding.
ULTRASTRIP SYSTEMS, INC. PAGE 5 OF 11 EMPLOYMENT AGREEMENT
10. SEVERABILITY OF COVENANTS
The covenants of Employee contained in this Agreement and
specifically in Section 8 will be deemed severable, and the invalidity of any
covenant will not affect the validity or enforceability of any other covenant.
If any provision of this Agreement is contrary to, prohibited by or deemed
invalid under applicable law or regulation, only that provision will be
inapplicable and deemed omitted to the extent it is contrary, prohibited or
invalid, but the remainder will not be invalidated and will be given full force
and effect so far as possible. Employer's failure to object to any conduct in
violation of this Agreement will not be deemed a waiver by Employer, but
Employer may, if it wishes, specifically waive any part or all of those
covenants to the extent that such waiver is set forth in writing duly authorized
by Employer's Board of Directors.
11. ENTIRE AGREEMENT. This Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter hereof, and supersedes all other negotiations, understandings and
representations (if any) made by and between such parties.
12. AMENDMENTS. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
13. BINDING EFFECT. All of the terms and provisions of this
Agreement, whether so expressed or not, shall be binding upon, inure to the
benefit of, and be enforceable by the parties and their respective
administrators, executors, legal employees, heirs, successors and permitted
assigns.
14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be deemed properly made if in writing and if delivered by hand,
or if addressed and mailed by certified mail, return receipt requested, to its
principal office in the case of the Employer, or to the Employee's residence as
reflected in the Employer's records in the case of the Employee, or at such
other address as either party may hereafter designate by notice.
15. ENFORCEMENT COSTS. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any provisions of this
Agreement, the successful or prevailing party will be entitled to recover
reasonable attorneys fees, sales and use taxes, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, costs and expenses incident to appeals, declaratory, or equitable
actions), incurred in that action or proceeding, in addition to any other relief
to which such party or parties may be entitled. Attorney's fees shall include,
without limitation, paralegal fees, investigative fees, administrative costs,
and all other charges billed by the attorney to the prevailing party.
16. SURVIVAL. Notwithstanding anything to the contrary herein, the
provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 19, 20, 21,
22, 25 and 26 shall survive and remain in effect in accordance with their
respective terms in the event this Agreement or any portion hereof is
terminated.
17. WAIVERS. The failure or delay of the Employer at any time to
require performance by the Employee of any provision of this Agreement, even if
known, shall not affect the right of the Employer to require performance of that
provision or to exercise any right, power or remedy hereunder, and any waiver by
the Employer of any breach of any provision of this Agreement should not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power or remedy
under this Agreement. No notice to or demand on the Employee in any case shall,
of itself, entitle the Employee to any other or further notice or demand in
similar or other circumstances.
ULTRASTRIP SYSTEMS, INC. PAGE 6 OF 11 EMPLOYMENT AGREEMENT
18. HEADINGS. The headings contained in this Agreement are for
convenience of reference only, and shall not limit or otherwise affect in any
way the meaning or interpretation of this Agreement.
19. SEVERABILITY. If any part of this Agreement or any other
Agreement entered into pursuant hereto is contrary to, prohibited by or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.
20. JURISDICTION AND VENUE. The parties acknowledge that a
substantial portion of negotiations, anticipated performance and execution of
this Agreement occurred or shall occur in Xxxxxx County, Florida, and that,
therefore, without limiting the jurisdiction or venue of any other federal or
state courts, each of the parties irrevocably and unconditionally (a) agrees
that any suit, action or legal proceeding arising out of or relating to this
Agreement may be brought in the courts of record of the State of Florida in Palm
Beach County or the court of the United States, Southern District of Florida;
(b) consents to the jurisdiction of each such court in any such suit, action or
proceeding; (c) waives any objection which it may have to the laying of venue of
any such suit, action or proceeding in any such courts; (d) agrees that service
of any court paper may be effected on such party by mail, as provided in this
Agreement, or in such other manner as may be provided under applicable laws or
court rules in said state.
21. GOVERNING LAW. This Agreement and all transactions contemplated
by this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Florida without regard to principles or
conflicts of laws.
22. NONASSIGNABILITY BY EMPLOYEE. Employee acknowledges that the
duties to be performed hereunder are personal in nature, and consequently
Employee agrees that Employee shall not be permitted to assign Employee's rights
or delegate Employee's duties hereunder, in whole or in part.
23. FURTHER ASSURANCES. The Parties will from time to time execute
and deliver any documents and do all matters and things, which are convenient or
necessary to more effectively and completely, carry out this Agreement's
intentions.
24. PRONOUNS. In this Agreement, the use of any gender will be
deemed to include all genders, and the use of the singular will include the
plural, wherever it appears appropriate from the context.
25. SPECIFIC PERFORMANCE. Each of the parties acknowledges that
damages at law would be an inadequate remedy if this Agreement were not
specifically enforced. Therefore, in the event of a breach or threatened breach
by any party of any provision of this Agreement, then the other party will be
entitled, in addition to all other rights or remedies, to injunctions
restraining the breach, without being required to show any actual damage, and/or
to a decree for specific performance of the provisions of this Agreement.
26. REMEDIES CUMULATIVE. No remedy in this Agreement conferred upon
any party is intended to be exclusive of any other remedy, and each and every
remedy will be cumulative and will be in addition to every other remedy given
here or now or existing in the future at law or in equity or by statute or
otherwise. No single or partial exercise by any party of any right, power or
remedy will preclude any other.
27. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
ULTRASTRIP SYSTEMS, INC. PAGE 7 OF 11 EMPLOYMENT AGREEMENT
28. INDEPENDENT COUNSEL. The parties here have received independent
advice and counseling regarding the preparation and subject matter of this
Agreement and all the terms and conditions it contains.
ULTRASTRIP SYSTEMS, INC. PAGE 8 OF 11 EMPLOYMENT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day first above written.
"EMPLOYER"
ULTRASTRIP SYSTEMS, INC.
/s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx Xxxxxxx, President
(Corporate Seal)
"EMPLOYEE"
/s/ Xxxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
ULTRASTRIP SYSTEMS, INC. PAGE 9 OF 11 EMPLOYMENT AGREEMENT
SCHEDULE "A"
------------
COMPENSATION
------------
In consideration of the Services to be performed during the Initial
Term, the Employee shall be entitled to receive:
(a) Base Salary. ONE HUNDRED FIFTEEN THOUSAND DOLLARS ($115,000.00) per
year for the entire Term payable in accordance with the normal payroll practices
of the Employer.
(b) Sales Commission. In addition to Base Salary, employee shall be
entitled to a sales commission in the amount of 0.5% of gross sales revenue will
be awarded to Employee after factoring in any percentage based on Tracking Sheet
filings. A rental commission of one-third (1/3) of one month's gross rental
revenue per unit will be awarded to Employee upon the execution of any rental
agreement to any customer wherein the duration of the rental agreement is three
or more years in duration. This amount will be subject to the Tracking Sheet
percentage. Payment or compensation due hereunder shall be made to employee at
the close of the month in which the customer's payment is received. Commissions
are only due as a result of sales and rental revenue generated by Employee with
prior Tracking Sheet approval.
(c.) Benefits. All benefits offered by the Company are offered to
Employee to include health and dental insurance, retirement packages, etc. The
health and dental insurance package shall be for the employee and spouse. A
three (3) week paid vacation is included during the term.
(d.) Discretionary Bonus. In addition to the Base Salary described
above, Employee may be paid an additional bonus (the "DISCRETIONARY BONUS") for
other contributions Employee may make to the Employer, which, Discretionary
Bonus shall be at the sole and exclusive discretion of the Employer.
(e) Upon signing this agreement the Employee will receive an Incentive
Option Award of 35,000 options to be awarded at Fair Market Value as of the
signing date.
(f) Severance. If the Employee is terminated by the Employer without
cause, he will be entitled to whichever is greater: the balance of the salary
due under the contract existing at the time, or an amount equal to six (6)
months salary.
ULTRASTRIP SYSTEMS, INC. PAGE 10 OF 11 EMPLOYMENT AGREEMENT
STATE OF FLORIDA
COUNTY OF XXXXXX
The foregoing instrument was acknowledged before me this _29_ day of
January_____, 2003, by Xxxxxx Xxxxxxx, President of Employer ULTRASTRIP
SYSTEMS, INC., a Florida Corporation, on behalf of Employer. He/She is
personally known to me or has produced ___________________ as identification and
who did take an oath.
NOTARY PUBLIC
/s/ Xxxxx X. Xxxx
-----------------
(SEAL)
_____David A. Donn_________
(Print Name)
My Commission Expires: __12-16-05___
STATE OF FLORIDA
COUNTY OF XXXXXX
The foregoing instrument was acknowledged before me this _29_ day of
January______________, 2003, by ___Steven Johnson_______________, who is
personally known to me or who has produced ________________ as identification
and who did take an oath.
NOTARY PUBLIC
/s/_David X. Xxxx
-----------------
(SEAL)
_____David A. Donn_________
(Print Name)
My Commission Expires: __12-16-05__
ULTRASTRIP SYSTEMS, INC. PAGE 11 OF 11 EMPLOYMENT AGREEMENT
