Contract
EMPLOYMENT
AGREEMENT,
effective as of this 20th day of October 2006 (this “Agreement”),
between Xxxxx Xxxx Xxxxxxxx, at 000 Xxxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxxxx, Xxxxx 00000 (the “Executive”),
and
Bloodhound Search Technologies, Inc., a Nevada corporation with an office
currently at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 (the
“Company”).
W
I T N E S S E T H:
WHEREAS,
the Company and the Board of Directors of the Company desire to memorialize
the
employment of the Executive on a full-time basis as its Chief Executive Officer
and the Executive desires to accept such employment subject to the terms and
conditions set forth in this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth
herein, the parties hereto agree as follows:
ARTICLE
I
POSITION;
DUTIES; TERM
1.1 Position.
The
Company hereby employs the Executive as the Chief Executive Officer of the
Company, which employment the Executive hereby accepts, all in the capacity
and
on the terms and conditions hereinafter set forth.
1.2 Duties.
(a)
During the Term (as defined below), the Executive shall be a full-time employee
of the Company, all under and subject to the direction and control of the Board
of Directors of the Company (the “Board”).
(b) In
his
capacity as Chief Executive Officer, the Executive shall be the senior executive
officer of the Company with principal responsibility for controlling the
operations of the Company and shall perform such duties for the Company as
are
consistent with the foregoing, including, without limitation, preparing and
obtaining approval from the Board of the Company’s annual budget and plan;
advising management and establishing revenue models and growth strategies,
conducting market research and assessing the competitive environment to identify
opportunities; developing business plans for new business development; advising
and negotiating on financing initiatives; preparing and making presentations
to
prospective customers, affiliates, investors and partners, analyzing sales,
marketing and distribution goals, establishing a network of business
opportunities for the Company and attending interviews, conventions, trade
shows, conferences or discussion panels on behalf of the Company.
(c)
The
services to be performed by the Executive shall be commensurate with the
position of the Executive as the most senior executive employee of the Company.
In this position, during the Term (i) the Executive shall not render services
to
or for any other person, firm, corporation or business in this capacity and
(ii)
shall have no interest directly or indirectly in any other person, firm,
corporation or business whose business is related to or competitive with the
business of the Company; provided,
however,
that
(I) the Executive may own, directly or indirectly, solely as an investment,
securities of any entity which are traded on any national securities exchange
or
which are admitted to quotation on The NASDAQ Stock Market Inc. if the Executive
(a) is not a controlling person of, or a member of a group which controls,
such
entity and (b) does not, directly or indirectly, own one percent or more of
any
class of securities of such entity; (II) the Executive can lecture and consult
to other companies as long as such lecturing and consulting does not violate
any
of the other terms hereof or the terms and provisions of the Confidential
Information and Invention Assignment Agreement executed by the Executive (the
“Confidentiality
Agreement”);
and
(III) the Executive may attend to outside investments and serve as a director,
trustee or officer of or otherwise participate in charitable and civic
organizations and serve as director of corporations whose business is unrelated
to the business of the Company and continue to pursue his other business
interests unrelated to the current or future business of the
Company.
1.3 Term.
The
term of employment shall commence as of the date set forth above and shall
continue until October 20, 2008 unless this Agreement is terminated prior
thereto in accordance with the terms hereof (the “Term”).
Notwithstanding
anything contained herein to the contrary, either
party can terminate this Agreement upon sending written notice of termination
to
the other party no less than 14 business days prior to the
termination.
ARTICLE
II
SALARY;
OPTIONS
2.1 Salary.
From
the date hereof until February 28, 2007, the Executive shall be entitled to
a
gross salary (the “Salary”)
of
$40,000, subject to withholding for applicable taxes, to be paid in 2 equal
installments, first on October 22, 2006 and then again on January 1, 2007.
The
parties agree that prior to March 1, 2007 they shall mutually agree upon the
terms of compensation for the remainder of the Term. The Executive shall be
responsible for his own taxes payable.
2.2 Options.
The
Company hereby grants to the Executive 300,000 options of common stock of the
Company, exercisable at 0.40 cts per share at the date of this Agreement,
150,000 on October 22, 2006 and 150,000 on January 31, 2007. The options shall
give the Executive the right to purchase one (1) share of the common stock
of
the Company for 2 years from the date of issuance. The options and the shares
of
stock issuable upon exercise thereof are personal to the Executive and subject
to the restrictions of applicable federal and state securities laws. The parties
agree that prior to March 1, 2007 they shall mutually agree upon other terms
of
shares or options in the Company for the remainder of the Term.
ARTICLE
III
BENEFITS
3.1 Business
Expenses The
Executive shall be reimbursed for all reasonable and necessary business expenses
incurred by the Executive in connection with the performance of his duties
under
this Agreement, as approved by the Company, including reasonable accommodation
expenses during travel required in connection with the performance of the
Executive’s duties.
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3.2 Directors’
and Officers’ Liability Insurance.
The
Executive shall be covered by the directors’ and officers’ insurance policy to
be obtained by the Company. The Company agrees to defend the Executive from
and
against any and all lawsuits initiated against the Company and/or the
Executive.
3.3 Additional
Benefits.
The
Executive shall be entitled to participate in any pension or profit sharing
plans, group health, accident or life insurance plans, group medical and
hospitalization plan, and other similar benefits as may be available to the
employees of the Company. The Executive shall assist the Company in adopting
the
proper plans for the Company.
ARTICLE
IV
TERMINATION
4.1
Termination
with or without Cause.
(a) The
Executive's employment hereunder may be terminated by the Company without cause
at any time. If the Executive’s employment is terminated by the Company without
cause, the Company shall pay the Executive his Salary and any options or shares
agreed to in Article II above.
ARTICLE
V
REPRESENTATION;
NON-COMPETITION
5.1 Executive
Representation.
The
Executive represents that the Executive’s execution of this Agreement and the
performance of his duties required hereunder will neither be a breach of any
other employment or other agreement nor a breach of any non-competition or
similar agreement.
5.2 Non-Competition.
(a) The
Executive agrees that during the Term and for the period of two (2) years
thereafter, he will not engage, directly, either as principal, agent,
consultant, proprietor, creditor, stockholder, director, officer or employee,
or
participate in the ownership, management, operation or control of any business
which directly or indirectly competes with the business of the Company. The
Executive acknowledges and agrees that the current market for the Company's
business extends throughout the world and that it is therefore reasonable to
prohibit the Executive from competing with the Company anywhere in such
territory. This Section shall not apply to the Executive’s ownership of less
than five percent (5%) of the capital stock of a company having a class of
capital stock which is traded on any national stock exchange or to the Executive
lecturing to any persons or organizations or consulting with other companies.
(b) During
the Term and for the period of two (2) years thereafter, the Executive agrees
that he will not, directly, (i) solicit, divert or recruit or encourage any
of
the employees or agents of the Company, or any person who was an employee or
agent of the Company during the Term, to leave the employ of the Company or
terminate or alter their contractual relationship in a way that is adverse
to
the Company's interests, (ii) solicit or divert business from the Company,
or
assist any person or entity in doing so or attempting to do so or (iii) cause
or
seek to cause any person or entity to refrain from dealing or doing business
with the Company or assist any person or entity in doing so or attempting to
do
so.
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5.3 Remedies. The
Executive agrees and acknowledges that the foregoing restrictions and the
duration and the territorial scope thereof as set forth in Section 5.2 are
under
all of the circumstances reasonable and necessary for the protection of the
Company and its business. In the event that the Executive shall breach or
threaten to breach any of the provisions of Section 5.2, in addition to and
without limiting or waiving any other remedies available to the Company, at
law
or in equity, the Company shall be entitled to immediate injunctive relief
in
any court, domestic or foreign, having the capacity to grant such relief, to
restrain any such breach or threatened breach and to enforce the provisions
of
this Agreement.
ARTICLE
VI
MISCELLANEOUS
6.1 Entire
Agreement.
This
Agreement and the Confidentiality Agreement constitute the entire understanding
between the Company and the Executive with respect to the subject matter hereof
and supersedes any and all previous agreements or understandings between the
Executive and the Company concerning the subject matter hereof, all of which
are
merged herein.
6.2 Successors.
This
Agreement shall be binding upon and inure to the benefit of the Executive and
his heirs and personal representatives, and the Company and its successors
and
assigns.
6.3 Notices.
All
notices and other communications required or permitted hereunder shall be
delivered personally, sent via facsimile, certified or registered mail, return
receipt requested, or next day express mail or overnight, nationally recognized
courier, postage prepaid with proof of receipt, to the address or telephone
number (in the case of facsimile) set forth above. Such addresses and/or
telephone numbers may be changed by notice given in the manner provided herein.
Any such notice shall be deemed given (i) when delivered if delivered
personally, (ii) the day after deposit with the express or courier service
when
sent by next day express mail or courier, (iii) five (5) days after deposit
with
the postal service when sent by certified or registered mail, or (iv) when
sent
over a facsimile system with answer back response set forth on the sender's
copy
of the document.
6.4 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada, without regard to choice of law principles.
6.5 Amendment
and Modification.
This
Agreement may be amended, modified or supplemented only by written agreement
executed by the Company and the Executive.
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6.6 Headings.
The
section headings herein are inserted for the convenience of the parties only
and
are not to be construed as part of the terms of this Agreement or to be taken
into account in the construction or interpretation of this
Agreement.
6.7 Counterparts.
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed to be an original but both of which together will constitute one
and
the same instrument.
IN
WITNESS WHEREOF, the parties have entered into this Executive Employment
Agreement as of the day and year first above written.
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BLOODHOUND SEARCH TECHNOLOGIES, INC. | ||
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By: | /s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx |
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Title: Chief Executive Officer |
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/s/ Xxxxx Xxxx Xxxxxxxx | ||
Xxxxx
Xxxx Xxxxxxxx
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