THIS EMPLOYMENT AGREEMENT is executed on the dates set forth below the
signatures hereon but effective as of March 18, 2007, and is by and between
LOGICA HOLDINGS INC., a Nevada Corporation ("Employer"), with an address at 00
Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, and Xxxxxxxx Xxxx Xxxxxxxxxxx, a
resident the United States ("Employee"), with an address at 000 X. Xxxxxxxxx
Xxxxx, Xxxxxxxxxxx, XX 00000.
1. Duties; Assignment
During the term of employment hereunder, Employee shall initially perform the
duties of President and CEO of Employer, or such other duties as assigned by and
at the location determined by the Board of Directors of Employer. Employee shall
devote his full time, energy, skill and best efforts to promote the business
affairs of the Employer and, when applicable, the Subsidiary. Employee will be
the most senior officer of the Company and report directly to current the Board
of Directors. Employee will be appointed an officer and appointed to the Board
of Directors of the Company.
In consideration of the services rendered by Employee to Employer hereunder,
Employer shall pay to Employee an annual salary of no less than $200,000,
subject to annual review and adjustment of no less than the percentage increase,
if any, in the U.S. Consumer Price Index during such year ("Base Salary"). This
Salary may be paid in a lump sum amount on a monthly basis to a Company owned by
the Employee at the option of the Employee.
Employee shall be entitled to an annual increase (the "Increase") equal to 10%
of per year, due on the anniversary of the execution of this agreement.
Employer hereby employs Employee and Employee hereby accepts employment on the
terms set forth herein commencing on the 18th day of May, 2007.
(a) Employment will continue for no less then 36 months and until
terminated as hereafter set forth.
(b) Employer shall have the right to terminate this Agreement and
all of Employee's rights shall thereupon terminate upon the
disability (for 180 or more days, whether or not consecutive,
in any 360 day period) of Employee ("Disability") and the
Employer giving written notice thereof, and this Agreement
shall automatically terminate upon the death of Employee
(c) Employer shall have the right to terminate Employee's
employment (1) for any reason or no reason with either (i) 60
days prior written notice of termination or (ii) immediate
notice of termination with an undertaking to continue payment
of Employee's compensation under this Agreement for 90 days,
(2) at any time during the thirty six month period following
the execution of this agreement and with 30 days prior written
notice or (3) for Cause (as defined below), upon Employee's
receipt of notice thereof. . As used herein, "Cause" means (i)
willful or serious misconduct or dishonesty in the performance
of, Employee's duties hereunder or (ii) the indictment or
conviction of Employee for a felony under state or federal
criminal laws. Upon the effective date of termination
specified in such notice, this Agreement shall terminate
except for the provisions, which expressly survive
termination, and Employee shall vacate the offices of
(d) Employee shall have the right to terminate employment
hereunder by providing 30 days written notice. Thereafter,
this Agreement shall terminate except for the provisions,
which expressly survive termination.
4. Severance Payments
(a) If Employer terminates this Agreement for any reason other
than Disability, Death, Employee shall be entitled to receive,
and Employer shall make, the following severance payments: (i)
continue to pay a sum equivalent to his base salary equal the
remainder of the thirty six months from the date of execution
of this agreement if termination occurs prior to the 18th day
of May, 2008 (ii) or his Base Salary at the rate in effect on
the date of notice of such termination for a period commencing
on the effective date of such termination, and ending on the
two year anniversary of the effective date of termination, if
termination occurs after the 18th day of May, 2008. Upon a
termination subject to this Section 4(a), Employer shall pay
Bonus Payment to Employee for two successive quarters
following date of termination.
(b) If Employer terminates this Agreement by reason of the
Disability of Employee or if this Agreement is automatically
terminated upon the Death of Employee pursuant to Section
3(b), Employee or his estate shall be entitled to receive, and
Employer shall make, the following severance payments: his
Base Salary at the rate in effect on the effective date of
such termination for a period commencing on such effective
date and ending 52 weeks after such effective date. Upon a
termination subject to this Section 4(b), In addition,
Employee shall be entitled to receive Bonus payments with
respect to the calendar quarter in which the termination date
(c) Upon a termination pursuant to Sections 4(a), 4(b) or 4(c),
Employee shall be compensated at a per diem rate based on his
Base Salary for unused vacation days other than carryover
days. The severance payments shall be made in installments
over the applicable severance payment period at the time of
Employer's regular payroll and shall be subject to applicable
tax and other required withholdings.
Employer shall reimburse Employee's expenses reasonably incurred in carrying out
his duties hereunder within 15 days of submittal of an itemized account of such
expenses together with such receipts and forms as are required by Employer's
normal policies and practices. In the event of cash advances such reimbursements
will be credited against the advanced account.
Employer shall provide and Employee shall be entitled to participate in an all
benefit plans and programs generally available to employees of Employer on the
same terms as other employees except as follows:
(a) Vacation: Employee shall be entitled to five weeks paid
vacation per year scheduled at times mutually convenient to
Employee and Employer. Employee shall be entitled to carry
over unused vacation days into the next year in accordance
with Employer's policy, as modified from time to time.
Employee shall be entitled to all holidays as allowed to other
employees of the Employer with similar responsibilities.
(b) Benefit Plans: In accordance with Employer's existing plans,
as modified from time to time.
(c) Medical: In accordance with Employer's existing plans, as
modified from time to time.
(d) Car Allowance: Employee shall be entitled to a $1.000 per
month (net) car allowance payable on the first day of each
month. This allowance is to cover license fees, registration
fees, insurance premiums, lease costs, maintenance and repair
costs, and other expenses incurred by Employee in connection
with the ownership and operation of his automobile.
(e) Living Allowance: Employee shall be entitled to a suitable
residence when working outside his place of residence in
(f) Travel and Relocation Allowance: Employee shall be entitled to
a re-imbursement of all transportation and relocation cost
from and to Florida. Should this agreement terminate within
the first 24 months.
7. Confidentiality; Non-Disclosure
(a) For the purpose of this Agreement, "Confidential Information"
is defined to include any information, designs, software,
processes, practices, plans, proposals, markets, pricing,
personnel or financial or business information relating to
Employer, its affiliates (including the Subsidiary), and their
respective businesses, customers, suppliers, products or
services, whether in written, oral or other form. Confidential
Information shall not include information, which at the time
of disclosure is in the public domain by publication or
otherwise through no fault of Employee, or information
furnished by a third party which was not received directly
from Employer or otherwise under an obligation of secrecy.
(b) At all times after the date hereof, including after
termination of this Agreement, Employee shall not, except with
the expressed prior written consent of Employer, directly or
indirectly communicate, disclose or divulge any of the
Confidential Information or use any of the Confidential
Information for any purpose other than performance of his
(c) Employee agrees that Employer will own all work products of
any type and in any form or media produced or created by
Employee in the course of his employment. Employee hereby
acknowledges that all such work products are specially ordered
or commissioned by Employer and shall be considered works made
for hire as such terms is defined in the United States
Copyright Act of 1976, 17 U.S.C.
8. Agreement Not to Compete
(i) For so long as Employee is entitled to receive severance payments under
Sections 4(a), 4(b) or 4(c), or (ii) for a period of one year from the
effective date of termination if Employee voluntarily terminates his
employment hereunder or if Employee is terminated by Employer for Cause,
Employee agrees that he will not, directly or indirectly, (1) be employed
by, serve as a consultant or advisor to, or have a material ownership
interest in any corporation or other entity whose business is competitive
(as reasonably determined by the Board of Directors of Employer) with the
business of Employer, the Subsidiary or any of their affiliates; provided,
however that this clause (1) shall not prohibit any such employment or
other relationship with an entity which itself is not, but has a separate
corporate affiliate which is, engaged in such competitive business so long
as Employee does not provide services to, assist or advise such competitive
affiliate in any way, or (2) induce or solicit any other person who was
employed by Employer, Subsidiary or any of their affiliates at any time
during Employee's employment by Employer to engage in any line of business
competitive with that of Employer, Subsidiary or their affiliates.
9. No Conflicting Agreements
Employee represents and warrants that he is not a party to or bound by any
agreement or subject to any restriction arising out of any current or prior
employment or relationship which would be violated by his entering into and
performing his obligations under this Agreement, including, without
limitation, restrictions relating to non-competition or the protection of
confidential information. Employer acknowledges that Employee is a
shareholder, director or advisory board member of IDS Systems, MDC
Solutions. Employer consents to Employee's continuation of such
relationships with these four companies provided (i) Employee does not
disclose or use any Confidential Information of Employer or its affiliates
in connection therewith, (ii) such relationships do not involve activities
during Employee's regular working hours for Employer and (iii) such
relationships do not in any way prevent Employee from carrying out his
duties under this Agreement. Employee agrees that he will not enter into or
engage in any new relationships or activities of any kind with third
parties without the prior written consent of Employer.
All notices and other communication which are required or permitted
hereunder shall be given in writing and either delivered by hand or
overnight courier service or mailed by certified mail, return receipt
requested, postage prepaid, to the address of the party first written
above, or such other address as may be the subject of a notice given in
accordance with the foregoing.
(a) This Agreement shall be binding upon, inure to the benefit of,
and enforceable by the successors and assigns of the Employer
and the heirs, estate, personal representatives and
beneficiaries of Employee. The rights, obligations and duties
of the Employee hereunder shall be personal and are not
assignable or delegable in any manner whatsoever; provided,
however, that this Agreement shall be assigned to and assumed
by the Subsidiary if and when required by Section 1.
(b) The obligations of the parties in Sections 4, 7, 8 and 11
shall survive any termination of this Agreement.
(c) This Agreement constitutes the entire understanding of the
parties with respect to subject matter hereof, and shall not
be modified, terminated or any provisions waived orally,
including this clause. Any such modification, termination or
waiver must be in writing and signed by each of the parties
(d) No failure to exercise or delay in exercising any right, power
or remedy hereunder shall preclude any other or further
exercise of the same or any other right, power or remedy.
(e) This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida applicable to contracts
made and to be performed solely therein, and each party
consents to the exclusive jurisdiction of and venue in the
State and Federal courts of Florida located in the Brevard
County to resolve any disputes between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
indicated below intending to be legally bound hereby.
LOGICA HOLDINGS INC.
Xxxxxxxx Xxxx Xxxxxxxxxxx