Exhibit 10.1
EMPLOYMENT AGREEMENT
XXXXXXX XXX XXXXX
THIS AGREEMENT is entered into this 13TH day of June, 2005, by and between
OnScreen Technologies, Inc., a Colorado corporation [hereinafter "OnScreen"],
and Xxxxxxx Xxx Xxxxx [hereinafter "Xxxxx" or "EMPLOYEE"], collectively referred
to herein as the "PARTIES, or in the singular as "PARTY."
WHEREAS, OnScreen is in the business of designing, developing,
commercializing, marketing, manufacturing and distributing advanced LED
technologies and other technologies throughout the United States of America and
elsewhere;
WHEREAS, OnScreen is presently based in Safety Harbor, Florida, and has
other facilities located within the United States of America;
WHEREAS, OnScreen has agreed to hire Xxxxx and Xxxxx has agreed to provide
services to OnScreen under a written contract wherein he would agree to provide
such services, and OnScreen would agree to maintain his employment, salary and
other benefits, subject to the terms and conditions contained herein,
IT IS AGREED:
1. EFFECTIVE DATE, ASSIGNMENT AND DUTIES. This Agreement is entered into and
is effective on the date indicated above, and, except as otherwise noted
herein, shall remain in effect until such time as it is terminated by
EMPLOYEE or is terminated by OnScreen as provided for herein. EMPLOYEE's
initial job title shall be Chairman of the Board and Officer of the
Corporation. In said capacity, EMPLOYEE shall be responsible to direct,
implement, design, control, and otherwise manage the operations of
OnScreen and its employees. In that capacity, EMPLOYEE shall develop a
specific plan whereby, upon approval of that plan by the Board of
Directors, the company and its operations can be streamlined,
consolidated, and changed to the extent necessary to maximize efficiencies
and, thereby, maximize shareholder value. EMPLOYEE hereby acknowledges and
agrees that, periodically, his duties and assignments may require
overnight travel to OnScreen's and its customers' facilities in Safety
Harbor, Florida and elsewhere. Both in his capacity as Chairman and in his
capacity as an Officer, EMPLOYEE shall report directly to OnScreen's Board
of Directors as it may be variously constituted.
2. EMPLOYEE'S WORK DAYS AND HOURS. EMPLOYEE's normal work days will be Monday
through Friday, at least forty working hours per week, and during such
hours as may be necessary for EMPLOYEE to satisfactorily perform the
duties of his position. It is understood and agreed that the location of
EMPLOYEE's assignment, work days, work hours, and duties are subject to
change.
3. COMPENSATION; EXEMPT STATUS. EMPLOYEE's rate of compensation shall be
$225,000.00 per year (approximately $8,653.85 every other week), effective
June 13, 2005, paid every other Monday in bi-weekly installments. EMPLOYEE
acknowledges that he is hired as an exempt employee, and further
acknowledges that he understands the difference between an exempt and
non-exempt employee under the laws of the State of Florida.
a. EARNED BONUS. During his employment, EMPLOYEE shall receive an
earned stock bonus ("bonus stock") based on the following criteria:
i. 1.5 million shares upon execution of this Agreement;
ii. 1.5 million shares six (6) months after execution of this
Agreement or whenever the one week per share average price of
the stock reaches and maintains $1.25 per share, whichever
occurs earlier;
iii. 1.0 million shares one (1) year after execution of this
Agreement or whenever the one week per share price of the
stock reaches $2.00, whichever occurs earlier; and
iv. 1.0 million shares two (2) years after execution of this
Agreement or whenever the one week per share price of the
stock reaches $4.00, whichever occurs earlier.
For purposes of the bonus stock all such shares shall be in the form
of OnScreen's common stock.
b. OTHER BENEFITS:
i. EMPLOYEE shall be entitled to participate in any employee
benefit programs OnScreen maintains or may establish during
the term of this Agreement including, but not limited to: full
medical coverage, including optical and dental coverage;
pension plans, group life insurance; and any other executive
plans that may be established at the sole discretion of
OnScreen. Said medical coverage shall be equal to, or better
than that medical coverage currently enjoyed by EMPLOYEE and
,specifically, shall cover medical needs related to EMPLOYEE's
wife's, Virginia's, rheumatoid arthritis.
ii. EMPLOYEE shall accrue PTO; holidays; expenses; reimbursement
policies; and other benefits as set forth in the Employee
Handbook then in effect at OnScreen.
4. TERM OF EMPLOYMENT. OnScreen agrees to employ Xxxxx and Xxxxx agrees to
serve OnScreen in his capacity of Chairman & an Officer for a period of
three (3) years, to and through June 12, 2008.
a. TERMINATION WITH CAUSE. OnScreen may terminate this Agreement
immediately with just cause. "Just cause" shall be limited to:
i. EMPLOYEE being convicted of a felony; and
ii. EMPLOYEE entering into a written agreement with a competitor
which provides that EMPLOYEE will perform related activities
on behalf of that competitor;
iii. In the event OnScreen terminates this Agreement for just
cause, OnScreen's duty to pay salary will be excused from the
date of termination forward, but its duty to award bonus stock
which has already been earned shall continue, as will its duty
to pay any expenses already incurred by EMPLOYEE before
termination.
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b. TERMINATION WITHOUT CAUSE. Should OnScreen terminate this contract
without cause, it must:
i. Give EMPLOYEE no less than thirty (30) days written notice of
such decision to terminate;
ii. Vest in EMPLOYEE any and all unvested bonus stock not to
exceed a total number of 5.0 million shares;
iii. Pay the salary due to EMPLOYEE for the remainder of his three
(3) year term. However, such payment shall not be less than
$250,000, no matter how much time remains on the three (3)
year term;
iv. Continue medical benefits as described herein through the end
of the contract term; and
v. Pay to EMPLOYEE any then outstanding expenses incurred by
EMPLOYEE before the termination.
c. VOLUNTARY TERMINATION. EMPLOYEE may voluntarily terminate his
employment with OnScreen upon sixty (60) days written notice. If
EMPLOYEE voluntarily terminates his employment then OnScreen's duty
to pay salary ends on the date of that termination. Its duty to
award bonus stock which has already been earned shall continue, as
will its duty to pay any expenses already incurred by EMPLOYEE
before termination.
5. REIMBURSEMENT OF EXPENSES. In order to perform his duties, the PARTIES
acknowledge that EMPLOYEE will be required to travel, entertain present
and potential customers of OnScreen, and shall incur other expenses on
behalf of OnScreen. OnScreen shall reimburse EMPLOYEE for all expenses
incurred by him within 30 days of receiving notice of the expenses. It is
also understood that Contractor's travel and entertainment expenses will
be at least "Business" class.
a. OnScreen shall also provide to EMPLOYEE the use of a car during the
time that EMPLOYEE is required to be in Safety Harbor, Florida;
b. OnScreen shall provide EMPLOYEE with the use of a corporate
apartment, hotel, or like facility in which he may reside during
visits to Safety Harbor, Florida;
c. Additionally, should EMPLOYEE be forced to remain in Safety Harbor,
Florida for a period exceeding two (2) consecutive weeks, OnScreen
shall pay to fly EMPLOYEE's wife and children to Safety Harbor,
Florida and return them to Portland, Oregon.
6. NO EXPECTATION OF PRIVACY. It is understood and agreed that there is no
expectation of privacy at OnScreen. All areas of the work place, excluding
only the rest rooms, are subject to physical, audio, video or other means
of surveillance, recording and/or inspection. This includes, without
limitation, all desks, lockers and offices. All items brought into the
workplace, including briefcases and purses, are subject to search at any
time, with or without cause, and without any prior notice. All telephone
conversations are subject to being monitored and/or recorded.
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7. COMPLIANCE WITH ONSCREEN'S POLICIES AND PROCEDURES. EMPLOYEE acknowledges
that he has been provided with a copy of OnScreen's Employee Handbook, and
understands that he has a duty to read the manual in its entirety, and has
signed a statement to the effect that EMPLOYEE has received the manual,
has read it in its entirety, and understands the content of the manual.
EMPLOYEE agrees to comply with all rules, regulations and policies of the
company. All rules, regulations, policies and benefits are subject to
change.
8. CONFLICTS BETWEEN THIS AGREEMENT AND EMPLOYEE HANDBOOK. Should there exist
any conflict between the terms and conditions contained in this Agreement
and the Employee Handbook then in effect, as to that portion of the
clause(s) in conflict only, the terms and conditions herein shall control.
All other provisions in the Employee Handbook, and all other terms and
conditions contained herein, shall remain in full force and effect.
9. CONFIDENTIALITY. EMPLOYEE acknowledges that he will receive, during the
course of his employment with OnScreen, information and documents which
are secret and proprietary, and which are the property of OnScreen.
EMPLOYEE acknowledges that all methods, policies, procedures, practices,
and calculations, as well as all lists and other documents prepared by or
for the benefit of OnScreen are secret and proprietary, and, shall not be
copied by any means, or removed from the premises for any reason, without
the express, written permission from the corporation's president. EMPLOYEE
agrees that he shall not disclose any information relating to OnScreen, or
provide an original or copy of any document prepared by or for the benefit
of OnScreen, to any third party, or for any reason, without the express,
written permission from the corporation's Board of Directors. It is agreed
that this clause shall survive EMPLOYEE's termination of employment.
EMPLOYEE acknowledges that the wrongful disclosure of OnScreen's
proprietary information and/or documents would result in irreparable harm
to OnScreen, and that the damages sustained as a proximate result of said
disclosure would be difficult, if not impossible to measure. As such,
EMPLOYEE agrees that OnScreen would be entitled to seek injunctive relief
from any court having competent jurisdiction to prevent the disclosure, or
further disclosure of OnScreen's proprietary information and/or documents.
10. NOTICES. Any notice to be given pursuant to the provisions of this
Agreement shall be in writing, and shall be either personally served or
mailed to the recipient of the notice at that PARTY's last known address.
Any notice to be mailed shall be deposited in the United States mail,
first class with all postage prepaid.
11. ASSIGNMENT. None of the rights or privileges contained herein may be
assigned, conveyed, licensed or transferred to any other person, firm,
corporation or organization.
12. WAIVER. Waiver by one PARTY of any breach of any provision of this
Agreement shall not operate or be construed as a waiver by that PARTY of
any subsequent or continuing breach.
13. JURISDICTION, VENUE AND SERVICE OF PROCESS. Both PARTIES consent to the
jurisdiction of the state and federal courts for the County of Pinellas,
Florida.
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14. INVALIDITY. Should any term or condition contained herein be adjudged
invalid or contrary to law by any court with competent jurisdiction, the
remaining terms and provisions shall continue with full force and effect.
15. ONLY AGREEMENT. This Agreement constitutes the entire agreement between
the parties relating to the matter contained herein, and all prior
agreements, proposals, and discussions, whether written or oral, shall be
null and void. This Agreement may not be amended except by written
agreement executed by both PARTIES.
16. LEGAL FEES. Should any action be brought by one PARTY against the other
PARTY due to any alleged breach of this Agreement, or interpretation or
enforcement of any term or condition contained herein, the prevailing
PARTY shall be entitled to recover, in addition to any relief awarded by
the court, jury or arbitrator, reasonable attorney's fees and expenses.
17. INTERPRETATION. This Agreement is intended to be performed in the State of
Florida, County of Pinellas, and shall be interpreted under the laws of
the State of Florida.
18. SECTION HEADINGS. Section headings have been included in this Agreement
merely for convenience or reference. They are not to be considered part
of, or to be used in interpreting this Agreement.
19. AUTHORIZATION. Those persons executing this Agreement on behalf of the
PARTIES represent that the execution and performance of the terms of this
Agreement have been duly authorized by their respecting governing
board(s), and that this Agreement is a valid and legal obligation
enforceable in accordance with its terms.
20. ACKNOWLEDGMENT. The parties hereto acknowledge that they have read this
Agreement, encompassing Six (6) pages, and understand and agree to be
bound by its terms and conditions. In addition to this Agreement, EMPLOYEE
agrees to sign and abide by the terms of OnScreen's Employee Handbook.
This Agreement may be signed in counterparts. Any exact copy of this
Agreement may be used as an original for any purpose. A facsimile
signature may be used, and shall have the same affect, as an original
signature.
OnScreen Technologies, Inc.
Dated: 6/13/05 /s/ XX Xxxxxx
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Xxxx (JT) Thatch on behalf of
ONSCREEN TECHNOLOGIES, INC.
Dated: 6/13/05 /s/ Xxxxxxx Xxx Xxxxx
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Xxxxxxx Xxx Xxxxx
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