EXHIBIT 10.2
EMPLOYMENT AGREEMENT WITH XXXXX XXXX*
Genesis Technology Group, Inc.
000 Xxxxxxxx Xx. p.000-000-0000
Suite 3124 f.000-000-0000
Xxxx Xxxx Xxxxx, XX 00000 xxxx@xxxxxxx-xxxxxxxxxx.xxx
October 1, 2001
Dr Xxxxx Xxxx
000 Xxxxxxxx Xx., #0000
Xxxx Xxxx Xxxxx, XX 00000
Dear Xx. Xxxx,
In view of your present and past employment with Genesis Technology Group, Inc.
(the "Company") and as an incentive for you to continue as a productive
Executive with the Company, the Board of Directors is pleased to offer you the
following employee agreement.
Responsibilities
You will serve as Chief Executive Officer, President and a Chairman of the
Board of the Company, with responsibilities including, but not limited to;
overseeing all operations, finances and related company matters, seeking
and negotiating acquisitions, generally furthering the growth of the
Company, as well as any other reasonable responsibilities assigned by the
Board of Directors from time to time
Salary & Benefits
You will receive an annual salary of $72,0000, paid in equal installments
monthly less applicable taxes, subject to discretionary increases through
periodic reviews. The Company will pay 100% of the cost of your health
insurance for you and your family and all reasonable expenses required for
the performance of your responsibilities.
Stock Options
You have been granted an Option to purchase 950,000 shares of the Company's
common stock, par value $.001, at an exercise price of $.29 per share. The
Option may be exercised at any time and from time to time beginning
immediately upon your acceptance of this agreement and ending when they
terminate on October 15, 2006 at 12:00 p.m. Eastern Time. The Options shall
be exercised by written notice to the Chairman of the Board of Directors at
the Corporation's principal place of business. The notice shall set forth
the number of shares of Stock to be acquired and shall contain a check
payable to the Company in full payment for the Stock or that number of
already owned shares of Stock equal in value to the total Exercise Price of
the Option, or, at the discretion of the Board of Directors, a note payable
to the Company for the full exercise amount.
The Option and the shares of Stock underlying the Option have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise
of the Option shall be "restricted securities" as that term is defined in
Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares
cannot be sold, transferred, assigned or otherwise hypothecated without
registration under the Act or unless a valid exemption from registration is
then available under applicable federal and state securities laws and the
Corporation has been furnished with an opinion of counsel satisfactory in
form and substance to the Corporation that such registration is not
required.
Term
This term of this agreement will be one year from the date of this letter.
Unless terminated by you or the Company within 30 days prior to expiration,
this agreement will automatically renew for another term with at least the
same salary, benefits and at least 800,000 options.
No Conflict with Prior Agreements; Due Authorization
You represent and warrant to the Company that your execution and delivery
of this letter agreement between you and the Company and the performance of
your duties hereunder will not constitute a breach of, or otherwise
contravene, the terms of any employment or other agreement or policy to
which you are a party or are otherwise bound. The Company represents to you
that it is fully authorized and empowered by action of the Board of
Directors to enter into this letter agreement and that performance of its
obligations under this letter agreement will not violate any agreement
between it and any other person, firm or other entity.
Miscellaneous.
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Personal.
This agreement is personal to you and therefore, you may not assign any of
your rights and responsibilities hereunder.
Successors.
This agreement shall inure to the benefit of and be binding upon the
Company and its subsidiaries, successors and assigns and any such successor
or assignee shall be deemed substituted for the Company under the terms of
this agreement for all purposes. As used herein, "successor" and "assignee"
includes any person, firm, corporation or other business entity which at
any time, whether by purchase, merger or otherwise, directly or indirectly
acquires the Company or substantially all of its assets.
Waiver.
No delay or omission by you or the Company in exercising any right under
this letter agreement shall operate as a waiver of that or any other
rights. A waiver or consent given by you or the Company on any one occasion
shall be effective only in that instance and shall not be construed as a
bar or waiver of any right on any other occasion. No waiver shall be
binding unless in writing, designated as a waiver, and signed by the party
waiving the breach.
Modification.
This letter agreement may not be amended or modified other than by a
written agreement designated as an amendment and executed by you and the
Company, following approval of the Board of Directors.
Savings Clause.
If any provision of this agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications
of this letter agreement that can be given effect without the invalid
provisions or applications and to this end the provisions of this agreement
are declared to be severable.
Complete Agreement.
This agreement constitutes the entire agreement and understanding
concerning your employment with the Company and the other subject matters
addressed herein. This Agreement supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or
oral, concerning the subject matter of the Agreement. Any representations,
promises or agreements not specifically included in the Agreement shall not
be binding or enforceable against either you or The Company.
Withholding.
The Company may withhold from any amounts payable to you under this letter
agreement such federal, state and local income, employment or other taxes
that may be required to be withheld pursuant to any applicable law or
regulation.
Governing Law.
This letter agreement and the rights and obligations of you and the Company
under this letter agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to
principles of conflict of laws.
To accept this offer, please sign this agreement in the space provided
below. A second copy has been provided for you to keep for your records.
I look forward to a long and prosperous relationship.
Very truly yours,
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, Ph.D.
Vice President & Director
/s/ Xxxxx Xxxx
