EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the "Agreement") is effective the 28th day of
June, 2007 and us made by and between International Mergers and
Acquisitions Corp., a Florida corporation with its principal place of
business located at 0000 Xxxxxx Xxxx., Xxxxxx Xxxxxxx, XX, 00000 (hereinafter
called the "Employer" or the "Company") and Xxxxxx Xxxxxxx residing at
1835 Seneca Blvd., Winter Springs, F1.
32708 thereinafter called the "Employee")
WHEREAS,
Employer desires to engage the services of Employee upon the terms set forth
herein; and
WHEREAS,
Employee desires to be employed by Employer and to appropriately -memorialize
the terms and conditions of such employment.
NOW
THEREFORE, in consideration of the mutual promises, covenants and
conditions herein and other good and valuable consideration, the receipt
and
adequacy of which is acknowledged by all parties hereto, the parties agree
as
Follows:
1. BASIC
EMPLOYMENT PROVISIONS.
(a) Employment
Term. Employer hereby agrees to employ Employee (hereinafter referred to
as
the "Employment") as the CEO of the Company as directed by and in the sole
discretion of the Company's then current Board of Directors ("Board") or
members
of die Company's junior or senior executive management (the "Executive
Management") (the "Position") and Employee agrees to be employed by the Employer
in such Position until the Employmentis terminated by the Employer or until
Employee voluntarily terminates the
Employment
(the "Employment Period").
(b.) Duties.
Employee in the Position will be subject to the direction and supervision
of the
Company's Board of Directors (the "Board") and will provide certain managerial
services which are assigned to him during his Employment Period by the Board
consistent with the Position, provided that the Board will not assign any
greater duties or responsibilities to the Employee than are necessary for
the
Employees faithful and adequate performance of the duties and responsibilities
assigned. The parties expressly acknowledge that Employee will devote a
sufficient amount of Employee's business time and attention. On a part time
basis not to exceed 40 hours per month, to the transaction of the Company's
business as is reasonably necessary to discharge Employee's responsibilities
hereunder. Employee agrees to perform faithfully the duties assigned to the
best
of Employee's ability. The services to be provided by Employee shall include,
but not be limited to: The management of any of the Company day to day
operations.
2. COMPENSATION.
(a) Consideration
for Employment. During the Employment Period, the Company will compensate
Employee for his services as follows:
1
1.
|
Base
salary of $4,(}00 per month to be paid when the Company raises
at least
$500000 in a private placement, the monthly salary shall accrue
until such
time when the Company raises such
amount.
|
2.
|
Upon
execution of this Agreement the Member shall receive 450,000 shares
at the
price of &WM per share which shall vest over two years ill the
following manner; 18,750 shares per month. If Member terminates
this
Agreement or is terminated as set forth below, an' shares that
have riot
vested in accordance with the above shall be forfeited and the
Company
shall return any payment for the non-vested
shares.
|
3. TERMINATION.
The
Employment by the Employer of Employee shall be at will. No notice need be
given
to Employee to terminate the Employment, nor shall any severance or compensation
be paid or given by the Company to Employee for termination of the Employment
whether for cause or without cause.
Voluntary
termination by Employee of the Employment shall be preceded by sixty (60)
days
advance Written notice to the Board of Directors. All compensation due Employee
within the sixty (60) period following notice of voluntary termination shall
be
paid under the same terms and conditions set forth in paragraph 2 above,
or so
long as Employee shall work in compliance with paragraph 1 above, whichever
is
shorter. No severance or compensation shall be paid or given by the Company
to
Employee after that time.
4. EXPENSE
REIMBURSEMENT.
Upon
submission of properly documented expense account reports, the Company will
reimburse Employee for all reasonable and approved business, travel and
entertainment expenses incurred by Employee in the course of his Employment
with
the Company,
5. ASSIGNMENT.
This
Agreement and all of the provisions hereof will be binding upon and inure
to the
benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder will be assigned by any of the parties hereto, except
that
this Agreement and all of the provisions hereof may be assigned by the Company
to any successor to all or substantially all of its assets (by merger or
otherwise) or upon the sale of shares of the Company's securities such that
the
buyer of such securities owns a majority of the then current issued and
outstanding securities at closing and may otherwise be assigned upon the
prior
written consent of Employee.
2
6. CONFIDENTIAL
INFORMATION.
(a) Non-Disclosure.
During the Employment Period or at any time thereafter, irrespective of the
time, manner or cause of the termination of this Agreement. Employee will
not
directly or indirectly reveal, divulge, disclose or communicate to any person
or
entity, other than authorized officers, directors and employees of the Company,
in any mariner whatsoever, any Confidential Information (as hereinafter defined)
of the Company without the prior written consent of the Board.
(b) Definition.
As used herein. "Confidential Information" means information disclosed to
or
known by Employee as a direct or indirect consequence of or through the
Employment about the Company or its respective businesses, products and
practices, which information is not generally known in the business in which
the
Company is or may be engaged. However, Confidential Information will not
include
under any circumstances any information with respect to the foregoing matters
which is (i) available to the public from a source other than Employee, (ii)
released in writing by the Company to the public or to persons who are not
under
a similar obligation of confidentiality to the Company and who are not parties
to this Agreement, (iii) obtained by Employee from a third party not under
a
similar obligation of confidentiality to the Company, (iv) required to be
disclosed by any court process or any government or agency or department
of any
government, or (v) the subject of a written waiver executed by the Company
for
the benefit of Employee.
(c) Return
of Property. Upon termination of the Employment, Employee will immediately
surrender to the Company all Confidential information, including without
limitation, all lists, charts, files, disks, tapes, programs, program and
system
manuals and documentation, schedules, reports, financial statements, hooks
and
records and any and all shares or the Company's common or preferred stock
of the
Company owned or in Employees possession or control, and all copies thereof,
and
all other property belonging to the Company will be accorded reasonable access
to such Confidential Information subsequent to the Employment Period for
any
proper purpose as determined in the reasonable judgment of the
Company_
7. AGREEMENT
NOT TO COMPETE.
(a)
|
Employee
agrees:
|
1.
|
To
give the Board two (2) months written advance notice of voluntary
termination of Employment with the Company, Such notice will include
Employee's future employment or self-employment intentions, identification
of the prospective employer and the general nature of the prospective
employment or self-employment, if known. The Company will continue
to
compensate Employee in accordance with paragraph 3
above.
|
3
2.
|
To
participate in an exit interview conducted by a member of the personnel
department of the Company and/or by a representative of the Company,
at
the time of or prior to the termination of Employment with the
Company.
|
3.
|
That
for one (1) year following the termination of the Employment, Employee
will promptly notify the Company of any change in the identification
of
Employee's employer or the nature of such employment or of
self-employment.
|
4.
|
Subject
to the conditions hereinafter stated, Employee will not, within
one (1)
year after ceasing to provide services to the Company, engage or
enter
into employment by, or into self-employment or gainful occupation
as, a
Competing Business (as hereinafter defined) or act directly or
indirectly
as a manager or shareholder for a Competing Business within the
state of
any of the Company's existing locations (at the time of termination)_
As
used herein, "Competing Business" means a business that is engaged
in the
manufacture, sale or other disposition of a product or service
or has
under development a product or service that is in direct competition
with
a product or service, whether existing or under development, of
the
Company. A Competing Business shall specifically not include acting
as a
general real estate (rental or sales) agent after a period of ninety
(90)
days has elapsed since termination of Employee's employment for
Employer.
Employee acknowledges that the Company does not have an adequate
remedy at
Law in the event Employee violates this provision and, therefore,
Employee
agrees that, in such an event, the Company will be entitled to
seek
equitable relief, including but not limited to, injunctive relief
without
bond and to withhold all payments due to Employee hereunder pending
a
judicial determination of whether Employee has violated this
Agreement
|
(b)
|
the
Company further agrees:
|
1.
|
That
within fifteen (15) business days after receiving written identification
of the prospective employer verified in writing by the Company,
the nature
of the employment or self-employment pursuant to paragraph 7(a)(I)
above,
or any change therein pursuant to Paragraph 7(a)(3) above, the
Company
will advise Employee as to whether such employment constitutes
a Competing
Business as defined in Paragraph 7(0(0)
above.
|
2.
|
The
provisions of 7(a)(2) 7(a)(4) and 7(b) will apply whether the termination
is voluntary or involuntary and for whatever reason. In addition,
7(a)(1)
will apply in the case of a voluntary termination by
Employee.
|
4
8. WAIVER
OF AGREEMENT NOT TO COMPETE
The
Company, based on the facts revealed to it by the Employee regarding the
new
employment or employment and in its sole discretion upon written notification
to
Employee, may Hi any time waive or elect not to enforce the provisions of
Paragraph 7(a)(4), however such waiver must be in writing signed by a majority
of the Board,
9. AGREEMENT
NOT TO SOLICIT OR HIRE PAST OR PRESENT EMPLOYEES.
Employee
agrees that, for a period of two (2) years following the termination of the
Employment Period, Employee will not, on behalf of any business, engage in
a
business competitive with the Company, solicit or induce, or in any manner
attempt to solicit or induce, either directly or indirectly any person employed
by, or any agent of the Company, to terminate such employment or agency,
as the
ease may be, with the Company. Employee further agrees that, for a period
of (2)
years following termination of the Employment Period, Employee will not,
on
behalf of any business or himself, hire any past or present employee or agent
of
the Company. In the event of violation hereof, and without limiting the
Company's ability to seek any other remedy against Employee at law or in
equity,
the Company may terminate any payments due to Employee hereunder. Additionally,
Employee acknowledges that the Company does not have an adequate remedy at
law
in the event Employee violates this provision and, therefore, Employee agrees
that, in such an event, the Company will be entitled to seek equitable relief,
including but not limited to, injunctive relief without the requirement of
a
bond.
10. ARBITRATION
In
the
event of any substantive dispute arising under this Agreement, the parties
agree
to refer the dispute to binding arbitration under the rules and procedures
specified by the American Arbitration Association and agree that the venue
of
all arbitration proceedings shall be in Palm Beach County, Florida. The parties
agree that a judgment 0.1 1 [he award rendered by the arbitrators may be
entered
in any court having jurisdiction over the party against who recovery is
sought.
11. NO
VIOLATION.
Employee
hereby represents and warrants to the Company that the execution, delivery
and
performance of this Agreement or the passage of time, or both, will not conflict
with, result in a default, right to accelerate or loss of rights under any
provision of any agreement or understanding to which the Employee or, to
the
best knowledge of Employee. any of Employee's affiliates are a party or by
which
Employee, or to the best knowledge of Employee, Employee's affiliates may
be
bound or affected. Further, Employee agrees to indemnify and hold harmless
Employer, its officers, directors, shareholders, representatives, successors,
subsidiaries, parent companies, agents and assigns from any and all claims,
demands, verdicts, judgments, damages, actions, causes of action or suits
of any
kind or nature whatsoever resulting from any agreement or understanding to
which
the Employee or any of Employee's affiliates are a party or by which Employee
or
Employee's affiliates may be bound or affected.
5
12. CAPTIONS
The
captions, headings and arrangements used in this Agreement arc for convenience
only and do not in any way affect, limit or amplify the provisions
hereof.
13. NOTICES
All
notices required or permitted to be given hereunder will be in writing and
will
be deemed delivered, whether or not actually received, two (2) days after
being
deposited in the United States mail, postage prepaid, registered or certified
mail, return receipt requested, addressed to the party to whom notice is
being
given at the specified address or at such other address as such party may
designate by notice:
The
Company:
|
International
Mergers and Acquisitions Corp.
|
0000
Xxxxxx Xxxx.
|
|
Xxxxxx
Xxxxxxx, XX 00000
|
|
Employee:
|
Xxxxxx
Xxxxxxx
|
0000
Xxxxxx Xxxx,
|
|
Winter
Springs, n...32708
|
14. INVALID
PROVISIONS.
If
any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws, such provisions will be fully severable, and
this
Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision lad never comprised a part of this Agreement; the
remaining provisions of this Agreement will remain in full force and effect
and
will not be affected by the illegal, invalid or unenforceable provision or
by
its severance of this Agreement. In lieu of each such illegal, invalid or
unenforceable provision, there will be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.
15. ENTIRE
AGREEMENT; AMENDMENTS.
This
Agreement contains the entire agreement of the parties hereto with respect
to
the subject maim- Hereof and supersedes all prior agreements and understandings,
if any, relating to the subject matter hereof. This Agreement may be amended,
in
whole or in part only, by an instrument in writing setting forth the particulars
of such amendment and duly executed by an officer of the Company expressly
authorized by the Board to do so and by Employee.
6
16. WAIVER
No
delay
or omission by any party hereto to exercise any right or power hereunder
will
impair such right or power to be construed as a waiver thereof. A waiver
by any
of the parties hereto of joy of the covenants to be performed by any other
party
or any breach thereof will not be construed to be a waiver of any succeeding
breach thereof or of any other covenant herein contained. Except as
otherwise expressly set forth herein, all remedies provided for in this
Agreement will be cumulative and in addition to and not in lieu of any other
remedies available to any party at law, in equity or otherwise.
17. COUNTERPARTS.
This
Agreement may be executed in multiple counterparts, each of which will
constitute an original, and all of which together will constitute one and
the
same agreement.
18. GOVERNING
LAW.
This
Agreement will be construed and enforced according to the Laws of the State
of
Florida.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written,
INTERNATIONAL
MERGERS AND ACQUISITIONS CORP.
By: /s/ Xxxxxx
Xxxxxxx
XXXXXX
XXXXXXX
By: /s/ Not
legible
Witness
7