Employment Agreement to be entered into by and among UNIVERSAL INFOTAINMENT SYSTEMS CORPORATION and Mr. Emanuel G Pavlopoulos
Employment
Agreement to be entered into by
and
among
UNIVERSAL
INFOTAINMENT SYSTEMS
CORPORATION
and
Xx.
Xxxxxxx X Xxxxxxxxxxx
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Pavlopoulos,
E.
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THIS
AGREEMENT made as of this 2nd
day of
May, 2008 (the “Agreement"), by and between Universal Infotainment Systems
Corporation, a Nevada corporation ("Employer"), and Xxxxxxx X Xxxxxxxxxxx
("Employee").
WITNESSETH:
WHEREAS,
Employer desires to employ Employee and Employee desires to be employed by
Employer as the President
of the
Universal Infotainment Systems Corporation.
WHEREAS,
Employer recognizes the need of the knowledge, talents and assistance of
Employee and desires to enter into this Agreement to secure the
foregoing.
NOW,
THEREFORE, in consideration of the promises herein contained, the parties
covenant and agree as follows:
1.
EMPLOYMENT, Employer agrees to employ Employee and Employee agrees to be
employed by Employer and to perform work as determined by Employer, as President
on the terms and conditions set forth in this Agreement.
This
Agreement shall be effective as of the date hereof (the "Effective
Date").
2.
COMPENSATION. Employer agrees to employ Employee at the base rate of
compensation of $115,000
per
year. Compensation is to be paid on the 15th
and last day of each month.
In
addition to the base compensation, Employer agrees to pay or provide Employee
with the following:
A. BENEFITS.
Employer shall provide Employee with other benefits as are set forth on Exhibit
A attached hereto and incorporated herein by reference.
B. EXPENSES.
Reimbursement for reasonable expenses actually incurred by Employee in the
furtherance of Employer's business, including, but not limited to, telephone
calls (including business related calls on Employee's cellular phone and
business related long distance calls), entertainment, attendance at conferences,
conventions and institutes, provided proper itemization of said expenses is
furnished
Employer by Employee. All such expenditures shall be subject to the reasonable
control of Employer or as deemed by the board of Directors.
C. MEDICAL
and DISABILITY BENEFITS. Employee shall be entitled to participate in Employer's
medical program, Employer-paid disability and other benefit
programs
as other executives of Employer are entitled to participate in, as is in place
from time to time.
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Pavlopoulos,
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D. ADDITIONAL
BENEFITS. Employee shall be entitled to participate in and receive such
additional benefits as Employer shall from time to time make available to its
executive employees including, without limitation, profit sharing, stock
purchase, stock option and other incentive plans to be determined at a later
date that will mutually agreeable between both parties.
3.
DUTIES. Employee agrees to perform work as determined by Employer, subject
to
the direction of Employer and agrees to subject himself at all times during
the
Term (as hereinafter defined) to the direction and control of Employer in
respect to the work to be performed. Employee shall devote his full business
time and attention to the furtherance of Employer's best interests. In that
regard, and as further consideration for this Agreement, Employee agrees to
comply with, and abide by, such rules and directives of Employer as may be
reasonably established from time to time, and recognizes the right of Employer,
in its reasonable discretion, to change, modify or adopt new policies and
practices affecting the employment relationship, not inconsistent with this
Agreement, as deemed appropriate by Employer. Any and all project up to date
shall be immediately assigned by employee to employer for a specified stock
purchase plan as deemed by the Board of Directors and his/her independent
consultants.
Employee's
typical responsibilities include, but are not limited to, those set forth on
Exhibit B attached hereto and incorporated by reference herein.
4.
WORKING FACILITIES. Employee shall be furnished with office space, secretarial
services, and such other facilities and services suitable to Employee's position
and adequate for the performance of Employee's duties.
6.
TERM
OF EMPLOYMENT.
A. Employee's
employment hereunder shall commence as of the Effective Date hereof and continue
for a period of five (5) years thereafter (the "Term").
B. Anything
herein to the contrary notwithstanding, Employee's employment hereunder may
be
terminated at any time and for any reason by either party upon not less fifteen
(15) days' prior written notice to the other party. It is understood and
acknowledged that. Employer shall have the right to effectuate such termination
at will, with or without Reasonable Cause (as hereinafter defined) or “Good
Reason.” Any such termination shall be effective as the defined period herein.
C. "Reasonable
Cause," as used herein, shall mean Employee's involvement in any action or
inaction involving fraud resulting in a personal benefit in excess of any
payments to which Employee is entitled hereunder, dishonesty, or material
violation of Corporation policy and procedures. Employee shall vacate the
offices of Employer on such effective date.
D. "Good
Reason," as used herein, means the occurrence of any of the following events
without Employee's consent:
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1.
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a
material diminution in Employee's duties and
responsibilities;
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2.
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a
reduction in Employee's base
salary;
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Pavlopoulos,
E.
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3.
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a
forced relocation; or
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4.
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a
Change of Control (as defined below) if Successor Employer (as defined
in
paragraph 21 below) fails to assume this Agreement in its
entirety.
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E. "Change
of Control" means a sale outside the ordinary course of business of more than
fifty percent (50%) of the assets of or equity interests in Employer to any
person or entity.
7.
COMPLIANCE WITH LAWS. Employee will comply with all federal and state laws,
rules, and regulations relating to any of Employee's responsibilities and duties
with Employer and will not violate any such laws, rules, and
regulations.
8.
COVENANT NOT TO COMPETE. Employee agrees to conform to the following concerning
non-competition.
A.
For
the purposes of this Agreement, the term "confidential information" shall
include but is not limited to any list of suppliers, customers, investors,
stockholders, including their names, addresses, phone numbers, amount of
investments and similar information. In addition, any operational information
of
Employer, including but not limited to information on Employer's methods of
conducting business, profits and/or losses of Employer, marketing material
and
any information that would reasonably be considered
proprietary
or confidential in nature. Employer has established a valuable and extensive
trade in its products and services, which business has been developed at a
considerable expense to Employer. The nature of the business is such that the
relationship of its customers with Employer must be maintained through the
close
personal contact of its employees.
B. Employee
desires to enter into or continue in the employ of Employer and by virtue of
such employment by Employer.
C. In
consideration of the employment or continued employment of Employee as herein
provided, and the disclosure by Employer to employee information described
above, Employer requests and Employee makes the covenants hereinafter set forth.
Employee understands and acknowledges that such covenants are required for
the
fair and reasonable protection of the business of Employer carried on in the
area to which the covenants are applicable and that without the limited
restrictions on Employee's activities imposed by the covenants, the business
of
Employer would suffer irreparable and immeasurable damage. The covenants on
the
part of Employee shall be construed as an agreement independent of any other
provision of this Agreement, and existence of any claim or course of action
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by Employer of the covenants.
D. Employee
agrees that during the term of Employee's employment and for the period of
sixty
(60) months immediately following the termination of employment (which said
time
period shall be increased by any time during which Employee is in violation
of
this Agreement) Employee will not, within the territory hereinafter defined,
directly or indirectly, for Employee, or on behalf of others, as an individual
on Employee's own account, or as an employee, agent, or representative for
any
other person, partnership, firm or corporation:
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1.
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Shall
not divulge any business relationships or confidential information
of the
Company or Employer to any outside party or new
employer.
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2.
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Shall
not solicit the clients of the Company or
Employer.
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3.
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For
the purposes of this paragraph 8, the business of the Employer shall
be
limited to the wireless data transfer business, which means any business
primarily involving the wireless transfer of data on behalf of third
parties, but does not include any business involving the wireless
transfer
of data in, which Employee has a substantial proprietary interest
to third
parties whose primary purpose is acquiring the content of such data
from
such Employee rather than obtaining from such Employee the means
of
transferring wirelessly such data.
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The
territory referred to in this paragraph 8 shall be the United
States.
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8.
Each
restrictive covenant is separate and distinct from any other covenant set forth
in this paragraph. In the event of the invalidity of any covenant, the remaining
obligation shall be deemed independent and divisible. The parties agree that
the
territory set forth is reasonable and necessary for the protection of Employer.
In the event any term or condition is deemed to be too broad or unenforceable,
said provision shall be deemed reduced in scope to the extent necessary to
make
said provision enforceable and binding.
9.
INDUCING an EMPLOYEE of EMPLOYER TO LEAVE. Any attempt on the part of Employee
to induce others to leave Employer's employ or any efforts by Employee to
interfere with Employer's relationship with other employees would be harmful
and
damaging to Employer. Employee expressly agrees that during the term of
Employee's employment and for a period of sixty (60) months thereafter (provided
said time period shall be increased by any time during which Employee is in
violation of this Agreement), Employee will not in any way directly or
indirectly:
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A.
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Induce
or attempt to induce an employee to sever his or her employment with
Employer;
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B.
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Interfere
with or disrupt Employer's relationship with other employees;
and
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C.
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Solicit,
entice, take away, or employ any person employed with Employer, excluding
people Employee brings to Employer.
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10.
CONFIDENTIAL INFORMATION. It is understood between the parties here that during
the term of employment, Employee will be dealing with confidential information,
as defined above, which is Employer's property, used in the course of its
business.
Employee
will not disclose to anyone, directly or indirectly, any of such confidential
information or use such information other than in the course of Employee's
employment.
All
documents that Employee prepares, or confidential information that might be
given to Employee in the course of employment, are the exclusive property of
Employer and shall remain in Employer's possession on the premises. Under no
circumstances shall any such information or documents be removed without
Employer's written consent first being obtained.
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11.
RETURN OF EMPLOYER'S PROPERTY. On termination of employment, regardless of
how
termination is effected, or whenever requested by Employer, Employee shall
immediately return to Employer all of Employer's property used by Employee
rendering services hereunder or otherwise that is in Employee's possession
or
under Employee's control.
12.
VACATION. Employee shall be entitled to a vacation period of two (6) weeks
per
calendar year. No more than three weeks in one bi-annual period at a time will
be accepted. The vacation shall be taken by Employee at such time during the
year and for such period as agreed to by a member of the Executive Committee
of
Employer and as not to interfere with the normal course of business. All
vacations must be taken in the year earned. No vacations will be accrued unless
approved by the Board of Directors.
13.
NOTICES. A FAXED Copy Signed and witnessed shall be deemed binding and in full
force and effect. The original shall be sent via Certified Mail, UPS, or
FED-EX:
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If
to Employer:
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0000
Xxxx Xxxxx Xxxx (Xxxxx 000)
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Xxxxxxxxxx,
Xxxxxxxx 6060
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Attention:
Xx. Xxxxx Xxxxx Xxxxxxx
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CEO
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If
to
Employee: Xx. Xxxxxxx X Xxxxxxxxxxx: Hand delivered.
Either
party may change its address for the purpose of receiving notices, demands,
and
other communications by giving written notice to the other party of the
change.
15.
VOLUNTARY AGREEMENT. Employee represents that he has not been pressured, misled
or induced to enter this Agreement based upon any representation by Employer
not
contained herein.
16.
PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the terms
and
conditions of this Agreement are intended to survive the employment
relationship. Therefore, any terms and conditions that are intended by the
nature of the promises or representations to survive the termination of
employment shall survive the term of employment regardless of whether such
provision is expressly stated as so surviving.
17.
MERGER. This Agreement represents the entire Agreement between the parties
and
shall not be subject to modification or amendment by any oral representation,
or
any written statement by either party, except for a dated written amendment
to
this Agreement signed by Employee and an authorized officer of
Employer.
18.
VENUE
and APPLICABLE LAW. This Agreement shall be enforced and construed in accordance
with the laws of the State of Nevada, and venue to any action or arbitration
under this Agreement shall be Xxxxx County, NV.
19.
SUBSIDIARIES AND AFFILIATED ENTITIES. Employee acknowledges and agrees that
Employer has or may have various divisions and affiliated entities. In rendering
services to Employer, Employee will have considerable contact with such
divisions and affiliates. Therefore, Employee agrees that all provisions of
paragraphs 3, 4, 8, 9 and 10 shall apply to all such divisions and or
affiliates.
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20.
PERSONNEL INFORMATION. Employee shall not divulge or discuss personnel
information
such as salaries, bonuses, commissions and benefits relating to Employee or
other employees of Employer or any of its subsidiaries with any other person
except the Executive Committee and the Board of Directors of
Employer.
21.
ASSIGNMENT. This Agreement shall not be assignable by either party without
the
written consent of the other party; provided, however, that this Agreement
shall
be assignable to any corporation or entity which purchases the assets of or
succeeds to the business of Employer (a "Successor Employer").Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of
the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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By:
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Xxxxx
Xxxxx Xxxxxxx, CEO
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Its:
Chief executive Officer
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Employee
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Xxxxxxx
X Xxxxxxxxxxx
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EXHIBIT
A
Other
Benefits
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A.
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Employer
shall provide Employee with a car allowance equal to or greater than
that
as established by the federal government, periodic cost of living
increases, personal and family Health Insurance and such other premiums
deemed necessary in order for the Employee to continue unhindered
to
perform his duties on behalf of the Employer at all times. All such
allowances which shall ensure the Employee performance shall be determined
by the board of Directors at a later date and shall be reviewed
annually.
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B.
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A
Stock Option plan shall be put in place as determined by the Board
of
Directors. This shall be based on performance and productivity, and
business ventures.
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EXHIBIT
B
Employee's
typical responsibilities shall include but not limited
to:
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1.
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Supervising
the development and expedition of the various UNS products line Software
/Hardware implementations, both at the UISC Headquarters in Naperville
Illinois USA and other UISC production Facilities (Taiwan ROC and
that of
UNS Labs ME).
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2.
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Works
closely with the CEO/CFO/COO and all globally appointed Regional
Executive
VP’s to assure that UISC quality control standards are followed regarding
logistics/ordering/handling/advertising/marketing of the UNS product
line.
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3.
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Works
with the COO and Regional VP’s to ensure that they successfully carry on
all necessary presence and attendance of UISC and the UNS products,
in all
related trade shows in the European Union (EU) and the middle east
(ME).
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4.
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Supervises
the implementation of all contracts between UISC and the North American
Continent market including the European Union/Middle East Distribution
Channels, addressing all issues regarding expediting UISC policies
through
the COO and the globally appointed Regional Exec VP’s, with regards to the
various UNS products line.
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5.
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Supervises
the implementation and success thereof regarding Sales Quotas and
parameters set by the CEO and the COO as per UISC policy for all
globally
appointed Regional VP’s with regards to the Distribution Channel
performance. Further he verifies product Quality assurance and practices
of the production process of UNS Labs both in Taiwan ROC and the
Middle
East.
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6.
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Reports
to the UISC Board of Directors
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Employment
Agreement
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Pavlopoulos,
E.
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