EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT, made this January 30, 1998 between SAFE
TECHNOLOGIES INTERNATIONAL, INC, a Delaware Corporation, with offices at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter called "SFAD") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, residing in Palm Beach, Florida (hereinafter called
"▇▇▇▇▇▇").
WITNESSETH:
WHEREAS, ▇▇▇▇▇▇ desires to be employed by SFAD as its President and Chief
Executive Officer, and
WHEREAS, SFAD acknowledges ▇▇▇▇▇▇'▇ importance to its future growth and
profitability because of ▇▇▇▇▇▇'▇ knowledge and business acumen in the
communications and marketing industries and general management, and SFAD
desires to engage ▇▇▇▇▇▇ as its President and Chief Executive Officer:
NOW THEREFORE, in consideration of the premises and mutual covenants herein
set forth and made to be performed by the parties hereto, it is covenanted and
agreed to as follows;
1. Employment. SFAD hereby agrees to employ ▇▇▇▇▇▇ as President and Chief
Executive Officer of SFAD and ▇▇▇▇▇▇ agrees to serve SFAD in the capacity in
accordance with the terms and conditions set forth herein
2. Term Of Employment The term of this Agreement shall be for a period of two
(2) years commencing on January 30, 1998 and ending on January 30, 2000
("Term"), unless terminated sooner in accordance with the provision of Section
7 below. This Term may be renewed for an additional one (1) year, at the
Option of ▇▇▇▇▇▇.
3. Duties and Responsibilities As President and Chief Executive Officer,
▇▇▇▇▇▇ shall have responsibility, subject to the direction of the Board of
Direction of SFAD1 for the business and affairs of SFAD. Employee shall at
times faithfully, industriously and to the best of Employee's ability,
experience and talents perform all of the duties that may be required of and
from Employee pursuant to the express and implicit terms hereof, to the
reasonable satisfaction of Corporation. Such duties shall be rendered at such
place or places which the interests, needs, business or opportunity of
Corporation
shall require.
Employee agrees to devote all of Employee's time and energy to Employee's
duties and responsibilities as set forth herein. Employee shall not render
personal services to or for any person, firm or corporation or other
organization for compensation other than Corporation except that Employee may
partake in part-time or occasional work outside the scope of responsibility of
Employee under this Agreement so long as such part-time or occasional work
does not interfere with the time Employee spends working on behalf of the
Corporation or affects the quality of Employee's work to corporation.
The Employee shall not at any time either during the term hereof or
thereafter, or after termination Ir' any manner either directly or indirectly,
divulge, disclose or communicate to any person, firm or corporation in any
manner Whatsoever any information, other than public reported information,
concerning any matters affecting or relating to the business of the
Corporation, Including, but without limiting the generality of the foregoing,
any of its customers, its budget or finances, its manner of operation, its
plans, processes research material and findings, new software developments,
new technologies, or other information concerning the business of the
Corporation, its customers, and its subsidiaries. - Without regard to whether
all of the foregoing matters will be deemed confidential, material or
important, the parties to this Agreement hereby stipulate that the foregoing
matters are confidential1 material and important and gravely affect the
successful conduct of the business of the Corporation, and the Corporation's
goodwill and professional reputation and that any breach of the terms of this
paragraph shall be a material breach of this Agreement. Employee shall require
of others under Employee's direction and or supervision the same standards of
non-disclosure.
Employee acknowledges and agrees that the Board of Directors shall have the
right to request testing for the presence of illegal substances upon ~
determination by the Corporation, in the Corporation's sole and exclusive
discretion, that Employee's behavior or judgment is impaired.
4 Compensation and Benefits.
a. Salary. SAFD shall pay to ▇▇▇▇▇▇ a salary in accordance with the
following schedule, less such payroll deductions as $FAD may be required by
law to make or as may be authorized by ▇▇▇▇▇▇.
(i). Employer covenants and agrees that, in consideration of the services
performed hereunder. for the Term of Year One and Year Two, SFAD Corporation
will pay to Employee a monthly salary of $10,000.,
payable in all cash1 or half cash/half stock, or partial accrual, at the
Option of ▇▇▇▇▇▇. In the event that ▇▇▇▇▇▇ elects to exercise the Employment
Option for one additional year, Year Three, Corporation will pay to Employee a
monthly salary of $15,000 per month. In addition to the foregoing,
Corporation shall provide those additional benefits as set forth in Section 4.
(ii) In the event that ▇▇▇▇▇▇ would be terminated by the Corporation's Board
of Directors, at any time during the term of this Employment Agreement, with
or without cause1 Corporation will pay to ▇▇▇▇▇▇ a Termination Severance
Payment in a cash amount of $300,000, to be paid upon Termination.
All payments due under Subsection (1) shall be made twice each month beginning
January 30, 1998, upon execution of this Agreement.
b. Performance Bonus. In addition to the salary granted under Subsection (a)
above, ▇▇▇▇▇▇ shall receive a cash bonus on an annual basis throughout the
Term of Employment1 based on me SFAD annual net profits (pre tax) for the
year. The bonus shall be calculated on a percentage of the net profits for the
year: a percentage of fifteen (15) percent for annual net profits up to
$500,000; a percentage of ten (10) percent for annual net profits from
$500,000 to $2,000,000; over $2, 000.000 to be negotiated.
All or any portion of a cash bonus so determined to be due and owing to ▇▇▇▇▇▇
shall be paid to ▇▇▇▇▇▇ within five (5) days following SFAD's receipt of the
accountant's written determination at year end.
c. Other Benefits. SFAD shall also provide to ▇▇▇▇▇▇ the following
employment benefits.
(i) A one-time sign on bonus of $10,000 payable in one lump sum to ▇▇▇▇▇▇
on or before December 31 1997.
(ii) An automobile allowance equal to Five Hundred Fifty Dollars ($550.00)
per month, commencing on January 30, 1998 or a company furnished car of equal
lease.
(iii) Medical insurance, dental insurance, D&O Liability Insurance and life
insurance will be fully paid by the company upon programs being established by
SFAD.
(iv) Payment of monthly reasonable expenses incurred by ▇▇▇▇▇▇ in
connection with operating her home office in Palm Beach, Florida (i.e.
telephone, fax machine, supplies, computer equipment, etc.); and
(v) Payment of monthly necessary expenses Incurred by ▇▇▇▇▇▇ In connection
with the use of a Mobile and Automobile Telephones
(vi) Payment of membership fees, club dues and charges for the Company's or
▇▇▇▇▇▇'▇ membership in any association which ▇▇▇▇▇▇ shall join throughout the
Term for the purpose of advancing the interests of SFAD, and with prior
approval of the Board of Directors.
(vii) ▇▇▇▇▇▇ shall be entitled to an annual vacation of Six (6) weeks.
Vacation time shall be scheduled (or accrued) at those times most convenient
to the Corporation's business.
5. Performance of ▇▇▇▇▇▇. Employee hereby accepts employment with Corporation
on the terms and conditions herein set forth and agrees that during the period
of active employment, as defined above, Employee shall devote Employee's full
time and attention to the rendition of the enumerated services on behalf of
Corporation and to the furtherance of Corporation's best interests. Employee
agrees that, In the rendition of such services and in all aspects of the
employment. Employee shall comply with the policies, standards and regulations
of the Corporation from time to time established, provided that such policies,
standards and regulations shall not violate the law or ethics.
6. Location. ▇▇▇▇▇▇ shall not be required to perform any services which would
necessitate moving her residence from Palm Beach County, Florida. If a move
with ▇▇▇▇▇▇'▇ approval, is required in the future, all relocation expenses
will be paid by SFAD.
If any move or relocation out of the United States would be deemed advisable
by the Board of Directors1 and with ▇▇▇▇▇▇'▇ approval, all moving and housing
expenses in the foreign country would be paid by SFAD for the Term.
7. Termination. This Agreement may be terminated by a majority Vote of the
Corporation's Board of Directors at any time during the term of Employment
Agreement for cause. Notwithstanding such termination, Employee shall be
entitled to receive a Termination Severance Payment of $300,000., to be paid
upon Termination. The date on which termination is deemed to have occurred
pursuant to this section is hereinafter referred to as the Date of
Termination.
If Termination is made by ▇▇▇▇▇▇ a Termination Severance Payment of $300,000.,
will be paid by SFAD upon the Date of Termination.
a). For the Purpose of this section, "cause" shall mean:
(i) If Employee is convicted by a court of competent and final jurisdiction
of any crime (whether or not involving Employer) which constitutes a felony in
the jurisdiction involved;
(ii) If Employee commits any act of fraud1 embezzlement or similar conduct
against or shall breach a fiduciary obligation to Employer,
(iii) if Employee unreasonably fails or refuses to perform in any material
respect any of Employee's duties and responsibilities as required by this
Agreement.
(iv) It the Employee shall tail or refuse to comply with the policies,
standards and regulations of the Corporation from time to time established; or
(v) In the event the Employee shall tail and refuse to diligently Perform
or comply with the conditions of this Agreement and Employee's unusual and
customary duties; or
(vi) After receipt of urinalysis or a blood test, upon the determination by
the Corporation that Employee is unfit to perform Employee's services, duties
and responsibilities; or
(vii) Upon request by the Corporation, failure by Employee to submit to
urinalysis or a blood test for the purpose of determining the presence of
illegal substances.
(viii) The determination by the Board of Directors that ▇▇▇▇▇▇ shall have been
unable to substantially perform her duties hereunder by reason of illness,
accident or other physical or mental disability for a continuous period of at
least six (6) months or an aggregate of nine (9) months during any continuous
twelve (12) month period ('Disability').
8. Death. In the event of Employee's death during the term of Employee's
employment, this Agreement shall terminate as to the date of death. Employee's
beneficiary or estate shall be entitled to receive Termination Severance
Payment of $300,000.
9. Confidentiality. ▇▇▇▇▇▇ shall maintain the confidentiality of SFAD's trade
secrets and all confidential information pertaining to the operations and
business affairs of SFAD. ▇▇▇▇▇▇ agrees that she shall not1 during the Term
disclose any such confidential information to any person, firm, corporation,
association or other entity, for any reason or purpose whatsoever.
10. Covenant Not to Compete. For and in consideration of sums of money to be
paid by SFAD pursuant to the terms hereof, ▇▇▇▇▇▇ consents and agrees that she
will not at any time during the Term, directly or indirectly, on her own
behalf or as a partner officer, director, employee, consultant, member of the
board of directors or board of trustees of any person, firm corporation
association, entity or otherwise, engage in any business or any activity which
competes with the business or activities of SFAD or its subsidiaries or
affiliated companies..
11. Sale. Consolidation or Merger of SFAD. In the event of any consolidation
or merger of SFAD into or with another firm or corporation or the sale Of all
or substantially all of the assets of SFAD to another firm or corporation, the
acquiring firm or corporation shall assume this Agreement and become obligated
to perform all the terms and conditions herein set forth to be performed on
the part of $FAD, and ▇▇▇▇▇▇'▇ obligations hereunder shall continue in favor
of such acquiring firm or corporation.
12. Bank Accounts. Any and all bank accounts of SFAD shall require the
signature of ▇▇▇▇▇▇, during her Term of Employment. During periods of ▇▇▇▇▇▇'▇
absence, one additional officer of SFAD will be an authorized signature to
withdraw funds from any such account during those periods. SFAD shall adopt a
resolution to effect the foregoing, arid additionally define ▇▇▇▇▇▇'▇
authority for expenditures and other financial authority.
13. Notice. Any and all notices required or permitted to be given under the
terms of this Agreement shall be sufficient if in writing and forwarded to the
parties hereto at the addresses set forth herein, prepaid certified mail as
follows:
If to ▇▇▇▇▇▇:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Palm Beach, Florida
With copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esquire
Gooney, Ward, Leseher & Damon
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to SFAD; Safe Technologies International, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
14. Assignment and Successors n Interest. To the extent that the obligations
provided for herein required the personal performance of ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
right and interest and obligations as provided herein may be assigned with
approval of SFAD Except as otherwise provided in the immediately preceding
sentence of this Section 13, all right, privileges and obligations of the
parties hereto shall inure to the benefit of and be binding upon their
respective successors, assigns, heirs, executors, administrators and estates.
15. Modifications of Agreement This Agreement contains the entire Agreement
between the parities and supersedes any and all other Agreements written or
0ra1 expressed or implied, pertaining to the subject matter thereof It may not
be changed orally, but only by written Instrument signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought
16. Law Governing. This Agreement shall be construed and governed in all
respects in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above set forth.
SAFE TECHNOLOGIES INTERNATIONAL, INC
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Director
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO & Chairman
