EMPLOYMENT CONTRACT FOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Aegis Assessments, Inc., a Delaware corporation ("Employer"), located
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇
▇▇▇▇▇▇▇ ("Employee"), in consideration of the mutual promises made herein, agree
as follows:
ARTICLE 1. TERM OF EMPLOYMENT
Specified Period
Section 1.01. Employer employs Employee and Employee accepts employment
with Employer for a period of three (3) years beginning on April 1, 2002 and
terminating on April 1, 2005.
Automatic Renewal
Section 1.02. This agreement shall be renewed automatically for
succeeding terms of one year each unless either party gives notice to the other
at least 90 days prior to the expiration of any term of his or its intention not
to renew this agreement.
"Employment Term" Defined
Section 1.03. "Employment term" refers to the entire period of
employment of Employee by Employer, whether for the periods provided above, or
whether terminated earlier as hereinafter provided or extended by mutual
agreement between Employer and Employee.
ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE
General Duties
Section 2.01. Employee shall serve as President and Chief Executive
Officer of Employer. In his capacity as President and Chief Executive Officer of
Employer, Employee shall do and perform all services, acts, or things necessary
or advisable to manage and conduct the business of Employer, including but not
limited to the hiring and firing of all employees, negotiating and entering into
contracts, obtaining financing for Employer, signing on bank accounts, and
engaging attorneys, accountants and other professionals to perform necessary
services for the Employer.
Devotion to Employer's Business
Section 2.02. (a) Employee shall devote such portion of his productive
time, ability, and attention to the business of Employer as is reasonably
necessary to satisfy Employee's obligations pursuant to this agreement during
the term of this agreement.
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(b) Provided Employee satisfies his obligations to Employer pursuant to
this agreement, Employee may engage in other business duties or pursuits, and
may directly or indirectly render services of a business, commercial, or
professional nature to other persons or organizations, whether for compensation
or otherwise, without the prior written consent of Employer's Board of
Directors; provided, however, that Employee must obtain the prior written
consent of Employer's Board of Directors before becoming an officer, director,
or principal shareholder of any business which competes directly with Employer,
and such consent may be withheld at the sole discretion of Employer's Board of
Directors. Moreover, the expenditure of reasonable amounts of time for
educational, charitable, or professional activities shall not be deemed a breach
of this agreement if those activities do not materially interfere with the
services required under this agreement and shall not require the prior written
consent of Employer's Board of Directors).
(c) This agreement shall not prohibit Employee from making passive
personal investments or conducting private business affairs if those activities
do not materially interfere with the services required under this agreement.
However, Employee shall not directly or indirectly acquire, hold, or retain any
interest in any business competing with or similar in nature to the business of
Employer without the prior written consent of Employer's Board of Directors.
Competitive Activities
Section 2.03. (a) During the term of this contract Employee shall not,
directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in any other
individual or representative capacity, engage or participate in any business
that is in competition in any manner whatsoever with the business of Employer.
(b) Employee agrees that during the term of this contract and for a
period of one year after termination of this agreement, Employee shall not
directly or indirectly solicit, hire, recruit, or encourage any other employee
of Employer to leave Employer.
Uniqueness of Employee's Services
Section 2.04. Employee represents and agrees that the services to be
performed under the terms of this contract are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Employee therefore expressly agrees that Employer, in addition to
any other rights or remedies that Employer may possess, shall be entitled to
injunctive and other equitable relief to prevent or remedy a breach of this
contract by Employee.
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Indemnification for Negligence or Misconduct
Section 2.05. Employee shall indemnify and hold Employer harmless from
all liability for loss, damage, or injury to persons or property resulting from
the negligence or misconduct of Employee.
Trade Secrets
Section 2.06. (a) The parties acknowledge and agree that during the
term of this agreement and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with financial,
personnel, sales, scientific, technical and other information regarding
formulas, patterns, compilations, programs, devices, methods, techniques,
operations, plans and processes that are owned by Employer, actually or
potentially used in the operation of Employer's business, or obtained from third
parties under an agreement of confidentiality, and that such information
constitutes Employer's "trade secrets".
(b) Employee specifically agrees that he shall not misuse,
misappropriate, or disclose in writing, orally or by electronic means, any trade
secrets, directly or indirectly, to any other person or use them in any way,
either during the term of this agreement or at any other time thereafter, except
as is required in the course of his employment.
(c) Employee acknowledges and agrees that the sale or unauthorized use
or disclosure in writing, orally or by electronic means, of any of Employer's
trade secrets obtained by Employee during the course of his employment under
this agreement, including information concerning Employer's actual or potential
work, services, or products, the facts that any such work, services, or products
are planned, under consideration, or in production, as well as any descriptions
thereof, constitute unfair competition. Employee promises and agrees not to
engage in any unfair competition with Employer, either during the term of this
agreement or at any other time thereafter.
(d) Employee further agrees that all files, records, documents,
drawings, specifications, equipment, software, and similar items whether
maintained in hard copy or on line relating to Employer's business, whether
prepared by Employee or others, are and shall remain exclusively the property of
Employer and that they shall be removed from the premises or, if kept on-line,
from the computer systems of Employer, only with the express prior written
consent of Employer's Board of Directors].
Services as Consultant
Section 2.07. Following the employment term, and if the employment term
has not been terminated for cause, Employee shall make his advice and counsel
available to Employer for such monthly periods as Employer shall specify, but in
no event more than one (1) year, for monthly cash compensation in an amount
equal to the Employee's monthly salary during the last month Employee was
employed by Employer, payable on the first of each calendar month. The parties
agree that this advice and counsel shall not entail full time service but that
Employee will allocate reasonable time and attention to Employer's business
consistent with Employee's former allocation of Employee's time during the prior
term of this agreement.
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Use of Employee's Name
Section 2.08. (a) Employer shall have the right to use the name of
Employee as part of the trade name or trademark of Employer if it should be
deemed advisable to do so. Any trade name or trademark, of which the name of
Employee is a part, that is adopted by Employer during the employment of
Employee may be used thereafter by Employer for as long as Employer deems
advisable.
(b) Employee shall not, either during the term of this agreement or at
any time thereafter, use or permit the use of his name in the trade name or
trademark of any other enterprise if that other enterprise is engaged in a
business similar in any respect to that conducted by Employer, unless that trade
name or trademark clearly indicates that the other enterprise is a separate
entity entirely distinct from and not to be confused with Employer and unless
that trade name or trademark excludes any words or symbols stating or suggesting
prior or current affiliation or connection by that other enterprise or its
employees with Employer.
ARTICLE 3. OBLIGATIONS OF EMPLOYER
General Description
Section 3.01. Employer shall provide Employee with the compensation,
incentives, benefits, and business expense reimbursement specified elsewhere in
this agreement.
Office and Staff
Section 3.02. Employer shall provide Employee with a personal computer
with secure and unclassified hard drive capability, ISDN line, laptop, cellular
telephone, office space, and administrative support suitable to Employee's
position and adequate for the performance of his duties.
Indemnification of Losses of Employee
Section 3.03. Employer shall indemnify Employee for all losses
sustained by Employee in direct consequence of the discharge of his duties on
Employer's behalf.
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ARTICLE 4. COMPENSATION OF EMPLOYEE
Annual Salary
Section 4.01. (a) As compensation for the services to be performed
hereunder, Employee shall receive a salary at the rate of $114,000.00 per annum,
payable not less than once each month, on or before the first calendar day of
each month during the employment term.
(b) Employee shall receive such annual increases in salary as may be
determined by Employer's Board of Directors in its sole discretion, but in no
case less than 10% per annum.
ARTICLE 5. EMPLOYEE INCENTIVES
Stock Option
Section 5.01. Employee shall be entitled to participate in any stock
option plan approved, adopted by Employer's Board of Directors and approved,
adopted and ratified by Employer's shareholders on terms and conditions as
determined from time to time by the Employer's Board of Directors.
ARTICLE 6. EMPLOYEE BENEFITS
Annual Vacation
Section 6.01. Employee shall be entitled to 20 days vacation time each
year with full pay. Employee may be absent from his employment for vacation only
at such times as Employer's Board of Directors shall determine from time to
time. If Employee is unable for any reason to take the total amount of
authorized vacation time during any year, he may, at his sole discretion, (i)
accrue that time and add it to vacation time for any following year, or (ii)
receive a cash payment in an amount equal to the amount of annual salary
attributable to that period.
Illness
Section 6.02. Employee shall be entitled to 10 days per year as sick
leave with full pay. Sick leave may not be accumulated.
Medical Coverage
Section 6.03. Employer agrees to include Employee in the coverage of
any insurance coverage offered to its other officers, including but not limited
to medical, major medical, hospital, dental, and eye care insurance; provided,
however, that Employer shall not be obligated to carry or provide any insurance
to Employee whatsoever.
ARTICLE 7. BUSINESS EXPENSES
Reimbursement of Other Business Expenses
Section 7.01. (a) Employer shall promptly reimburse Employee for all
other reasonable business expenses incurred by Employee in connection with the
business of Employer.
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ARTICLE 8. TERMINATION OF EMPLOYMENT
Termination for Cause
Section 8.01. (a) Employer reserves the right to terminate this
agreement if Employee willfully breaches or habitually neglects the duties which
he is required to perform under the terms of this agreement; or commits such
acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as
would prevent the effective performance of his duties.
(b) Employer may at its option terminate this agreement for the reasons
stated in this Section by giving written notice of termination to Employee
without prejudice to any other remedy to which Employer may be entitled either
at law, in equity, or under this agreement.
(c) The notice of termination required by this section shall specify
the ground for the termination and shall be supported by a statement of relevant
facts.
(d) Termination under this section shall be considered "for cause" for
the purposes of this agreement.
Termination Without Cause
Section 8.02. (a) This agreement shall be terminated upon the death of
Employee.
(b) Employer reserves the right to terminate this agreement within one
month after Employee suffers any physical or mental disability that would
prevent the performance of his essential job duties under this agreement, unless
reasonable accommodation can be made to allow Employee to continue working. Such
a termination shall be effected by giving 10 days' written notice of termination
to Employee. Termination pursuant to this provision shall not prejudice.
(c) Termination under this section shall not be considered "for cause"
for the purposes of this agreement.
Effect of Merger, Transfer of Assets, or Dissolution
Section 8.03. (a) This agreement shall not be terminated by any
voluntary or involuntary dissolution of Employer resulting from either a merger
or consolidation in which Employer is not the consolidated or surviving
corporation, or a transfer of all or substantially all of the assets of
Employer.
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(b) In the event of any such merger or consolidation or transfer of
assets, Employer's rights, benefits, and obligations hereunder may only be
assigned to the surviving or resulting corporation or the transferee of
Employer's assets if Employee, in his sole discretion, agrees to such an
assignment in writing. In the alternative, Employee, in his sole discretion, may
elect to treat such an assignment as a termination of this agreement without
cause entitling Employee to exercise his rights under Section 8.04 of this
agreement.
Payment On Termination
Section 8.04. Notwithstanding any other provision of this agreement, if
Employer terminates this agreement without cause, it shall pay Employee an
amount equal to 1.5 years annual salary at the then current rate of
compensation.
Termination by Employee
Section 8.05. Employee may terminate his obligations under this
agreement by giving Employer at least three (3) months notice in advance.
ARTICLE 9. GENERAL PROVISIONS
Notices
Section 9.01. Any notices to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal delivery or by
mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in
the introductory paragraph of this agreement, but each party may change that
address by written notice in accordance with this section. Notices delivered
personally shall be deemed communicated as of the date of actual receipt; mailed
notices shall be deemed communicated as of the date of mailing.
Arbitration
Section 9.02. (a) Any controversy between Employer and Employee
involving the construction or application of any of the terms, provisions, or
conditions of this agreement shall on the written request of either party served
on the other be submitted to arbitration. Arbitration shall comply with and be
governed by the provisions of the California Arbitration Act.
(b) Employer and Employee shall each appoint one person to hear and
determine the dispute. If the two persons so appointed are unable to agree, then
those persons shall select a third impartial arbitrator whose decision shall be
final and conclusive upon both parties.
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(c) The cost of arbitration shall be borne by the losing party or in
such proportions as the arbitrators decide.
Attorneys' Fees and Costs
Section 9.03. If any legal action is necessary to enforce or interpret
the terms of this agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs, and necessary disbursements in addition to
any other relief to which that party may be entitled. This provision shall be
construed as applicable to the entire contract.
Entire Agreement
Section 9.04. This agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
employment of Employee by Employer and contains all of the covenants and
agreements between the parties with respect to that employment in any manner
whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
agreement shall be valid or binding on either party.
Modifications
Section 9.05. Any modification of this agreement will be effective only
if it is in writing and signed by the party to be charged.
Effect of Waiver
Section 9.06. The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this agreement by
the other party shall not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
Partial Invalidity
Section 9.07. If any provision in this agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.
Law Governing Agreement
Section 9.08. This agreement shall be governed by and construed in
accordance with the laws of the State of California.
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Sums Due Deceased Employee
Section 9.09. If Employee dies prior to the expiration of the term of
his employment, any sums that may be due him from Employer under this agreement
as of the date of death shall be paid to Employee's executors, administrators,
heirs, personal representatives, successors, and assigns.
Executed on April 1, 2002 at Newport Beach, California.
EMPLOYER
AEGIS ASSESSMENTS, INC.
By: ▇▇▇▇ ▇▇▇▇▇▇▇
Its: Director
EMPLOYEE
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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