Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the First day of May, 2002.
BETWEEN:
▇▇▇▇▇▇▇ ▇▇▇▇
(hereinafter referred to as the "Executive")
OF THE FIRST PART,
-and-
SECURITY BIOMETRICS INC.
(hereinafter referred to as "SBI")
OF THE SECOND PART,
WHEREAS the parties wish to enter into an agreement for the employment
of the Executive by SBI;
AND WHEREAS the parties desire to enter into this agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
covenants and agreements herein contained the parties hereto agree as follows:
1.00 EMPLOYMENT
1.01 Position and Duties
Subject to the terms and conditions contained herein, SBI shall employ
the Executive and the Executive shall serve SBI as President and Chief Executive
Officer. The Executive shall be responsible for all duties and obligations
naturally arising from his position as President and Chief Executive Officer.
1.02 Term of Employment
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Subject to Section 5.00 hereunder, the employment of the Executive
shall commence on May 1, 2002 and shall be for renewable two year
terms.
2.0 REMUNERATION
2.01 Base Salary
SBI shall pay the Executive during the term of this Agreement a gross
annual salary of Two Hundred and Twenty-Five thousand U. S. Dollars ($225,000
U.S.) payable in accordance with SBI's usual payroll practices. The Board of
Directors will review annually on or about the anniversary date of this
Agreement the base salary.
2.02 Bonus
The Executive shall be entitled to receive an annual Bonus during his
employment. During 2002, the bonus shall be pro-rated and calculated as follows:
$150,000 for an EBITDA up to $5,000,000;
$225,000 for an EBITDA greater than $5,000,000 but less than
$8,000,000;
And $350,000 for an EBITDA greater than $8,000,000.
2.03 Benefits
The Executive will be entitled to participate in SBI's senior executive
benefit plans in accordance with the terms of such plans.
2.04 Vacation
The executive shall be entitled to five (5) weeks paid annual vacation.
2.05 Expenses
The Executive will be reimbursed for all authorized expenses including
telephone, cellular telephone, high-speed internet service, and other business
expenses supported with appropriate statements and/or vouchers.
2.06 Automobile
The Executive shall be entitled to an automobile allowance of $750 U.S.
per month, plus parking and gasoline expenses.
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3.00 STOCK OPTIONS
3.01 Grant of Stock Options
The parties agree to enter into a separate Stock Option Agreement,
which will provide for the granting of stock options to the Executive. The
Executive will be granted One Million (1,000,000) stock options in accordance
with the Company's stock option plan effective May 1, 2002.
4.00 EMPLOYEE'S COVENANTS
4.01 Non-Disclosure
The Executive shall not disclose any information relating to the
private or confidential affairs of SBI or relating to any secrets of SBI to any
person other than for SBI's purposes and shall not use for his own purposes or
for any other than SBI's purposes any such confidential information.
4.02 Reasonableness
The executive acknowledges that covenants contained in this Section
4.00 are reasonable in scope and area and are necessary in furtherance of the
legitimate interest of SBI.
5.0 TERMINATION OF EMPLOYMENT
5.01 Termination for Cause
SBI may terminate this Agreement for cause at any time without payment
of any compensation either by way of anticipated earnings or damages of any
kind, subject to the laws of Ontario.
5.02 Termination for Other Than Cause
SBI may terminate this agreement without cause at any time, and shall
pay to the Executive in the first year of this agreement, a lump sum of twelve
months pay, including usual expenses and benefits. In each subsequent year of
this agreement, the amount of lump sum payment shall increase by six months, up
to a maximum of twenty four months pay in lieu if notice.
5.03 Resignation by the Executive
The Executive may resign his employment at any time upon provision of
one month's notice, which notice may be waived by SBI in whole or in part.
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5.04 Events Upon Termination
Upon termination of employment for any reason, the Executive shall
return to SBI all property in his possession belonging to SBI, or its affiliates
and subsidiaries.
The parties have executed this Agreement as of the date below.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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May 6, 2002 May 6, 2002
▇▇▇▇▇▇▇ ▇▇▇▇ Security Biometrics Inc.
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