EMPLOYMENT AGREEMENT
Exhibit
10.1
Employment Agreement ("Agreement") made
and entered into as of May 27, 2008 by and between FindItAll, Inc., a Nevada
corporation with offices at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual residing at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Executive").
The Executive is being employed by the
Company as President, Treasurer and Secretary. The parties desire to
enter into an employment agreement and to set forth herein the terms and
conditions of the Executive's continued employment by the Company and its
subsidiaries.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein and the mutual benefits to be
derived here from, the Company and the Executive agree as follows:
1.
Employment.
(a) Duties. The Company
shall employ the Executive, on the terms set forth in this Agreement, as its
President, Treasurer and Secretary. The Executive accepts such
employment with the Company and shall perform and fulfill such duties as are
assigned to her hereunder consistent with her status as a senior executive of
the Company devoting her best efforts and a substantial portion of her time and
attention to the performance and fulfillment of her duties and to the
advancement of the interests of the Company, subject only to the direction,
approvals, control and directives of the Company's Board of Directors (the
"Board"). Nothing contained herein shall be construed, however, to
prevent the Executive from trading in or managing, for her own account and
benefit, in stocks, bonds, securities, real estate, commodities or other forms
of investments (subject to law and Company policy with respect to trading in
Company securities) or engaging in any other business or
occupation. Unless otherwise indicated by the context, the term
"Company" shall include the Company and all its subsidiaries.
(b) Place of
Performance. In connection with her employment by the Company,
the Executive shall be based at the Company's principal place of business in New
Jersey, except when required for travel on Company business.
2.
Term. The
Executive's employment under this Agreement shall commence as of May 27, 2008
(the "Commencement Date") and shall, unless sooner terminated in accordance with
the provisions hereof, continue uninterrupted for thirty-six (36) months
("Term"). As used herein "Year" shall refer to a twelve month period
ending the last day of February. Unless notice of non-renewal is
given by either party at least sixty (60) days prior to the end of the Term or
prior to the end of any Year thereafter, the Term of this Agreement shall be
automatically extended for an additional period of one
year. Compensation for successive terms shall be agreed upon by the
parties.
3. Compensation. Executive
shall receive 1,000,000 shares of the Company’s $.0001 par value common stock as
compensation for this Term. Additional compensation will be agreed
upon for extension of the Term.
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4. Insurance.
(a) Health Insurance and Other
Benefits. During the Term, the Executive shall be entitled to
all employee benefits generally offered by the Company to its executive officers
and key management employees, including, without limitation, all pensions,
profit sharing, retirement, stock option, salary continuation, deferred
compensation, disability insurance, hospitalization insurance, major medical
insurance, medical reimbursement, survivor income, life insurance or any other
benefit plan or arrangement established and maintained by the Company, subject
to the rules and regulations then in effect regarding participation
therein. As of the date of this Agreement, the Company offers none of
the foregoing to its employees.
(b) Keyman
Insurance. The Company may obtain keyman life insurance upon
the life of the Executive in amounts to be determined from time to time by the
Company.
5. Expenses. The
Executive shall be reimbursed for all items of travel, entertainment and
miscellaneous expenses that the Executive reasonably incurs in connection with
the performance of her duties hereunder, provided the Executive submits to the
Company such statements and other evidence supporting said expenses as the
Company may reasonably require.
6. Vacation. The
Executive shall be entitled to not less than four (4) weeks of vacation in any
calendar year. Any unused vacation time in a year shall be
accumulated and increase the amount of vacation time in subsequent
years.
7. Termination of
Employments.
(a) Death or Total
Disability. In the event of the death of the Executive during
the Term, this Agreement shall terminate as of the date of the Executive's
death. In the event of the Total Disability (as that term is defined
below) of the Executive for sixty (60) days in the aggregate during any
consecutive nine (9) month period during the Term, the Company shall have the
right to terminate this Agreement by giving the Executive thirty (30) days'
prior written notice thereof, and upon the expiration of such thirty (30) day
period, the Executive's employment under this Agreement shall
terminate. If the Executive shall resume her duties within thirty
(30) days after receipt of such a notice of termination and continue to perform
such duties for four (4) consecutive weeks thereafter, this Agreement shall
continue in full force and effect, without any reduction in Base Salary and
other benefits, and the notice of termination shall be considered null and void
and of no effect. Upon termination of this Agreement under this
Paragraph 7(a), the Company shall have no further obligations or liabilities
under this Agreement, except to pay to the Executive's estate or the Executive,
as the case may be, (i) the portion, if any, that remains unpaid of the Base
Salary for the Year in which termination occurred, but in no event less than six
(6) months' Base Salary; and (ii) the amount of any expenses reimbursable in
accordance with Paragraph 4 above, and any automobile allowance due under
Paragraph 5 above; and (iii) any amounts due under any Company benefit, welfare
or pension plan. Except as otherwise provided by their terms, any
stock options not vested at the time of the termination of this Agreement under
this Paragraph 7(a) shall immediately become fully vested.
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The term "Total Disability" as used
herein, shall mean a mental or physical condition which in the reasonable
opinion of an independent medical doctor selected by the Company renders the
Executive unable or incompetent to carry out the material duties and
responsibilities of the Executive under this Agreement at the time the disabling
condition was incurred. In the event the Executive disagrees with
such opinion, the Executive may, at her sole expense, select an independent
medical doctor and, in the event that doctor disagrees with the opinion of the
doctor selected by the Company, they shall select a third independent medical
doctor, and the three doctors shall, by majority vote, determine whether the
employee has suffered Total Disability. The expense of the third
doctor shall be shared equally by the Company and the
Executive. Notwithstanding the foregoing, if the Executive is covered
under any policy of disability insurance under Paragraph 3(c) above, under no
circumstances shall the definition of Total Disability be different from the
definition of that term in such policy.
(b) Discharge for
Cause. The Company may discharge the Executive for "Cause"
upon notice and thereby immediately terminate her employment under this
Agreement. For purposes of this Agreement, the Company shall have
"Cause" to terminate the Executive's employment if the Executive, in the
reasonable judgment of the Company, (i) materially breaches any of her
agreements, duties or obligations under this Agreement and has not cured such
breach or commenced in good faith to correct such breach within thirty (30) days
after notice; (ii) embezzles or converts to her own use any funds of the Company
or any client or customer of the Company; (iii) converts to her own use or
unreasonably destroys, intentionally, any property of the Company, without the
Company's consent; (iv) is convicted of a crime; (v) is adjudicated an
incompetent; or (vi) is habitually intoxicated or is diagnosed by an independent
medical doctor to be addicted to a controlled substance (any disagreement of
Executive shall be resolved using the procedure provided in Paragraph 7(a)
above).
(c) Termination by
Executive. Executive may terminate this Agreement for the
failure by the Company to comply with the material provisions of this Agreement
which failure is not cured within thirty (30) days after notice ("Good
Reason").
(d) No Mitigation. The
Executive shall not be required to mitigate the amount of any payment or benefit
provided for in this Agreement by seeking other employment or otherwise, not
shall the amount of any payment provided for in this Agreement be reduced by any
compensation earned by the Executive as the result of her employment by another
employer.
8. Restrictive
Covenant.
(a) Competition. As
used herein "Company Business" shall mean any business which the Company is
actively pursuing or actively considering while the executive was employed by
the Company provided that upon termination or execution of this agreement the
term "Company Business" shall refer to any arrangement or contract or relation
of the Company or any subsidiary existing or actually pursued at the time of
termination or expiration of the Agreement. The Executive undertakes
and agrees that during the term of this Agreement and for a period of one year
after the date of termination or expiration of this Agreement he will not
compete, directly or indirectly, with respect to a Company Business or
participate as a director, officer, employee, agent, consultant, representative
or otherwise, or as a stockholder, partner or joint venturers, or have any
direct or indirect financial interest, including, without limitation, the
interest of a creditor, in any business competing with respect to a Company
Business. Executive acknowledges that such prospects represent a
corporate opportunity or are the property of the Company and Executive should
have no rights with respect to such properties on projects. Executive
further undertakes and agrees that during the term of the Agreement and for a
period of one year after the date of termination or expiration of this Agreement
he will not, directly or indirectly employ, cause to be employed, or solicit for
employment any of Company's or its subsidiaries'
employees. Notwithstanding the foregoing, the provisions of the
Paragraph 7(a) shall not apply to termination by the Executive pursuant to
Section 7(c) or by the Company without cause.
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(b) Scope of
Covenant. Should the duration, geographical area or range or
proscribed activities contained in Paragraph 8(a) above be held unreasonable by
any court of competent jurisdiction, then such duration, geographical area or
range of proscribed activities shall be modified to such degree as to make it or
them reasonable and enforceable.
(c) Non-Disclosure of
Information.
(i) The
Executive shall (i) never, directly or indirectly, disclose to any person or
entity for any reason, or use for her own personal benefit, any "Confidential
Information" (as hereinafter defined) either during her employment with the
Company or following termination of that employment for any reason (ii) at all
times take all precautions necessary to protect from loss or disclosure by her
of any and all documents or other information containing, referring or relating
to such Confidential Information, and (iii) upon termination of her employment
with the Company for any reason, the Executive shall promptly return to the
Company any and all documents or other tangible property containing, referring
or relating to such Confidential Information, whether prepared by her or
others.
(ii) Notwithstanding
any provision to the contrary in this Paragraph 8(c), this paragraph shall not
apply to information which the Executive is called upon by legal process regular
on its face (including, without limitation, by subpoena or discovery
requirement) to disclose or to information which has become part of the public
domain or is otherwise publicly disclosed through no fault or action of the
Executive.
(iii) For purposes of this Agreement,
"Confidential Information" means any information relating in any way to the
business of the Company disclosed to or known to the Executive as a consequence
of, result of, or through the Executive's employment by the Company which
consists of technical and nontechnical information about the Company's products,
processes, computer programs, concepts, forms, business methods, data, any and
all financial and accounting data, marketing, customers, customer lists, and
services and information corresponding thereto acquired by the Executive during
the term of the Executive's employment by the Company. Confidential
Information shall not include any of such items which are published or are
otherwise part of the public domain, or freely available from trade sources or
otherwise.
(iv) Upon
termination of this Agreement for any reason, the Executive shall turn over to
the Company all tangible property then in the Executive's possession or custody
which belongs or relates to the Company. The Executive shall not
retain any copies or reproductions of computer programs, correspondence,
memoranda, reports, notebooks, drawings, photographs, or other documents which
constitute Confidential Information.
9. Arbitration.
(a) Any
and all other disputes, controversies and claims arising out of or relating to
this Agreement, or with respect to the interpretation of this Agreement, or the
rights or obligations of the parties and their successors and permitted assigns,
whether by operation of law or otherwise, shall be settled and determined by
arbitration in New York City, New York pursuant to the then existing rules of
the American Arbitration Association ("AAA") for commercial
arbitration.
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(b) In
the event that the Executive disputes a determination that Cause exists for
terminating her employment hereunder pursuant to Paragraph 7(b), or the Company
disputes the determination that Good Reason exists for the Executive's
termination of this Agreement pursuant to Paragraph 7(c), either party disputing
this determination shall serve the other with written notice of such dispute
("Dispute Notice") within thirty (30) days after the date the Executive is
terminated for Cause or the date the Executive terminates this Agreement for
Good Reason. Within fifteen (15) days thereafter, the Executive or
the Company, as the case may be, shall, in accordance with the Rules of the AAA,
file a petition with the AAA for arbitration of the dispute, the costs thereof
to be shared equally by the Executive and the Company unless an order of the AAA
provides otherwise. If the Executive serves a Dispute Notice upon the
Company, an amount equal to the portion of the Base Salary Executive would be
entitled to receive hereunder shall be placed by the Company in an
interest-bearing escrow account mutually agreeable to the parties or the Company
shall deliver an irrevocable letter of credit for such amount plus interest
containing terms mutually agreeable to the parties. If the AAA
determines that Cause existed for the termination, the escrowed funds and
accrued interest shall be paid to the Company. However, in the event
the AAA determines that the Executive was terminated without Cause or that
Executive resigned for Good Reason, the escrowed funds and accrued interest
shall be paid to the Executive.
(c) Any
proceeding referred to in Paragraph 9(a) or (b) shall also determine Executive's
entitlement to legal fees as well as all other disputes between the parties
relating to Executive's employment.
(d) The
parties covenant and agree that the decision of the AAA shall be final and
binding and hereby waive their right to appeal therefrom.
10. Indemnity. The
Company shall indemnify and hold Executive harmless from all liability to the
full extent permitted by the laws of its state of incorporation.
11. Miscellaneous.
(a) Notices. Any
notice, demand or communication required or permitted under this Agreement shall
be in writing and shall either be hand-delivered to the other party or mailed to
the addresses set forth below by registered or certified mail, return receipt
requested or sent by overnight express mail or courier or facsimile to such
address, if a party has a facsimile machine. Notice shall be deemed
to have been given and received when so hand-delivered or after three (3)
business days when so deposited in the U.S. Mail, or when transmitted and
received by facsimile or sent by express mail properly addressed to the other
party. The addresses are:
To the
Company:
FindItAll, Inc.
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To the
Executive: ▇▇▇▇▇
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The
foregoing addresses may be changed at any time by notice given in the manner
herein provided.
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(b) Integration;
Modification. This Agreement constitutes the entire
understanding and agreement between the Company and the Executive regarding its
subject matter and supersedes all prior negotiations and agreements, whether
oral or written, between them with respect to its subject
matter. This Agreement may not be modified except by a written
agreement signed by the Executive and a duly authorized officer of the
Company.
(c) Enforceability. If
any provision of this Agreement shall be invalid or unenforceable, in whole or
in part, such provision shall be deemed to be modified or restricted to the
extent and in the manner necessary to render the same valid and enforceable, or
shall be deemed excised from this Agreement, as the case may require, and this
Agreement shall be construed and enforced to the maximum extent permitted by law
as if such provision had been originally incorporated herein as so modified or
restricted, or as if such provision had not been originally incorporated herein,
as the case may be.
(d) Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the parties, including and their respective heirs, executors,
successors and assigns, except that this Agreement may not be assigned by the
Executive.
(e) Waiver of
Breach. No waiver by either party of any condition or of the
breach by the other of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one (1) or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition, or the breach of any other term or covenant set
forth in this Agreement. Moreover, the failure of either party to
exercise any right hereunder shall not bar the later exercise thereof with
respect to other future breaches.
(f) Governing
Laws. This Agreement shall be governed by the internal laws of
the State of New York.
(g) Headings. The
headings of the various sections and paragraphs have been included herein for
convenience only and shall not be considered in interpreting this
Agreement.
(h) Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.
(i) Due
Authorization. The Company represents that all corporate
action required to authorize the execution, delivery and performance of this
Agreement has been duly taken.
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IN WITNESS WHEREOF, this Agreement has
been executed by the Executive and, on behalf of the Company, by its duly
authorized officer on the day and year first above written.
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
President
/s/ ▇▇▇▇▇
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