EXHIBIT 10.0
AGREEMENT
In consideration of the mutual covenants and representations set forth
herein, BSD SOFTWARE, INC. ("the Corporation") and XXXX XXXXXXX (the
"Employee"), agree as follows:
1. EMPLOYMENT. (a) Employee shall be President and director of the
Corporation for a period of two (2) years from the date hereof. Employee shall
use his best business judgment in fulfilling the duties of such positions,
including:
(i) overseeing the financial affairs of the Corporation,
including preparation of all financial reports required for filing with the SEC;
and
(ii) making a target acquisition with sales of not less than
$60,000,000 in the most recently ended fiscal year and after-tax net income of
at least $3,500,000 in such year (the "Acquisition Transaction").
(b) The term of employment herein shall be two (2) years from the date
hereof, subject to termination by the Corporation or the Employee at any time,
with or without cause.
2. COMPENSATION. Subject to the terms and conditions of this Agreement,
the Corporation shall issue to the Employee 4,000,000 shares of the
Corporation's Common Stock (the "Stock") as consideration for his employment for
the term of this Agreement.
3. FORFEITURE OF STOCK.
(a) The Stock shall be subject to return to the Corporation
without further action (the "Forfeiture Provisions") as follows:
(i) In the event Employee shall cease to be employed
by the Corporation (including a parent or subsidiary of the Corporation) before
two years from the date hereof for any reason, or no reason, with or without
cause, including involuntary termination or temporary or permanent disability or
death (the "Termination"), the Forfeiture Provisions shall be triggered and the
Stock returned to the Corporation.
(ii) If the Corporation has not entered into an
Acquisition Transaction within two (2) years from the date hereof, the
Forfeiture Provisions shall be triggered and the Stock returned to the
Corporation.
(b) The term of employment herein shall be two (2) years from
the date hereof, subject to termination by the Corporation or the Employee at
any time, with or without cause.
5. STOCK SPLITS, ETC. If, from time to time during the term of this
Agreement:
(a) There is any stock dividend or liquidating dividend of
cash and/or property, stock split or other change in the character or amount of
any of the outstanding securities of the Corporation; or
(b) There is any consolidation, merger or sale of all, or
substantially all, of the assets of the Corporation; then, in such event, any
and all new, substituted or additional securities or other property to which
Employee is entitled by reason of his ownership of Stock shall be immediately
subject to this Agreement and be included in the words "Stock" for all purposes
with the same force and effect as the shares of Stock presently subject to the
Forfeiture Provisions of this Agreement.
6. RESTRICTIONS ON TRANSFER, ETC..
(a) Employee shall not sell, transfer, pledge, hypothecate or
otherwise dispose of any shares of the Stock which REMAIN subject to the
Forfeiture Provisions.
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7. LEGENDS. All certificates representing any of the shares of Stock
subject to the provisions of this Agreement shall have endorsed thereon the
following legends:
(a) REPRESENTED BY THIS CERTIFICATION ARE SUBJECT TO CERTAIN
FORFEITURE PROVISIONS AND RESTRICTIONS UPON TRANSFER, AS SET
FORTH IN AN AGREEMENT BETWEEN, THE CORPORATION AND THE
REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE CORPORATION."
(b) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED."
8. EMPLOYEE'S REPRESENTATIONS. In connection with his acquisition of
the Stock, the Employee hereby represents and warrants to the Corporation as
follows:
(a) INVESTMENT INTENT; CAPACITY TO PROTECT INTERESTS. The
Employee is acquiring the Stock solely for Employee's own account for investment
and not with a view to or for sale in connection with any distribution of the
Stock or any portion thereof and not with any present intention of selling,
offering to sell or otherwise disposing of or distributing the Stock or any
portion thereof in any transaction other than a transaction exempt from
registration under the Act. The Employee also represents that the entire legal
and beneficial interests of the Stock is being acquired, and will be held, for
the Employee's account only, and neither in whole nor in part for any other
person.
(b) RESIDENCE. The Employee's principal residence is located
at the address indicated beneath the Employee's signature below.
(c) INFORMATION CONCERNING CORPORATION. The Employee has
heretofore discussed the Corporation and its plans, operations and financial
condition with the Corporation's officers and has heretofore received all such
information as the Employee has deemed necessary and appropriate to enable the
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Employee to evaluate the Corporation, and the Employee has received satisfactory
and complete information concerning the business and financial condition of the
Corporation in response to all inquiries in respect thereof.
(d) RESTRICTED SECURITIES. The Employee understands and
acknowledges that:
(i) the sale of the Stock has not been registered
under the Act, the Stock must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration is available and
the Corporation is under no obligation to register the Stock;
(ii) the share certificate representing the Stock
will be stamped with the legends specified in Section 6 hereof; and
(iii) the Corporation will make a notation in its
records of the aforementioned restrictions on transfer and legends.
(e) Disposition of the Stock. The Employee will comply with
the provisions of the Securities Act of 1933 and any applicable state securities
laws in connection with the sale or other disposition of the Stock.
(f) FURTHER LIMITATIONS ON DISPOSITION. Without in any way
limiting Employee's representations set forth above, the Employee further agrees
that he shall in no event make any disposition of all or any portion of the
Stock unless and until:
(i)(A) There is then in effect a Registration
Statement under the Act covering such proposed disposition and such disposition
is made in accordance with said Registration Statement; or (B)(1) the Employee
shall have notified the Corporation of the proposed disposition and shall have
furnished the Corporation with a detailed statement of the circumstances
surrounding the proposed disposition, (2) the Employee shall have furnished the
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Corporation with an opinion of the Employee's counsel to the effect that such
disposition will not require registration of such shares under the Act, and (3)
such opinion of the Employee's counsel shall have been concurred in by counsel
for the Corporation and the Corporation shall have advised the Employee of such
concurrence; and,
(ii) The shares of Stock proposed to be transferred
are no longer subject to the Forfeiture Provisions set forth in Section 3
hereof.
(g) TAX MATTERS. The Employee understands that Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary
income the fair market value of the Stock as of the date any restrictions on the
Stock lapse. In this context, "restriction" means the expiration of the
Forfeiture Provisions of the Stock issued hereunder. The Employee understands
that if such provision is applicable to him he may elect to be taxed at the time
the Stock is issued rather than when and as the restriction or six month Section
16(b) period expires by filing an election under Section 83(b) of the Code with
the I.R.S. within thirty (30) days from the date of issue. The Employee
understands that failure to make this filing timely will result in the
recognition of ordinary income by the Employee, as the forfeiture lapses, or
after the lapse of the six-month Section 16(b) period, on the difference between
the fair market price at date of issue and the fair market value of the Stock at
the time such restrictions lapse.
THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE'S SOLE RESPONSIBILITY
AND NOT THE CORPORATION'S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE
CODE SECTION 83(b) AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, EVEN
IF THE EMPLOYEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON THE EMPLOYEE'S BEHALF.
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9. ESCROW. As security for the faithful performance of the terms of
this Agreement and to ensure the availability for delivery of the Employee's
Stock upon forfeiture or exercise of the Forfeiture Provisions herein provided
for, the Employee agrees to deliver to and deposit with the Secretary of the
Corporation, or such other person designated by the Corporation, as escrow agent
in this transaction (the "Escrow Agent"), two Stock Assignments duly endorsed
(with date and number of shares blank) together with the certificate or
certificates evidencing the Stock issued herein.
10. MISCELLANEOUS.
(a) Subject to the provisions and limitations hereof, Employee
may, during the term of this Agreement, exercise all rights and privileges of a
stockholder of the Corporation with respect to the Stock deposited in said
escrow.
(b) The parties agree to execute such further instruments and
to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.
(c) Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to Employee at his address shown on the
Corporation's employment records, to the Corporation at the address of its
principal corporate offices (attention: President), at the Corporation's
address, or at such other address as such party may designate by ten days'
advance written notice to the other party hereto.
(d) Employee hereby authorizes and directs the Secretary or
Transfer Agent of the Corporation to return the Stock as to which the Forfeiture
Provisions have occurred.
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(e) Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Corporation, or a parent or subsidiary of
the Corporation, to terminate Employee's employment, for any reason, with or
without cause.
(f) This Agreement shall be governed by the laws of the State
of Florida, without regard to its conflict of laws provisions. Any dispute
arising under this Agreement shall be brought in a court of competent
jurisdiction in Broward County, Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written. BSD SOFTWARE, INC.
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
President
EMPLOYEE:
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Address:
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Dated: July 12, 2002
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