Employment Agreement to be entered into by and among UNIVERSAL INFOTAINMENT SYSTEMS CORPORATION and Mr. Dimitrios Ioannidis
Employment
Agreement to be entered into by
and
among
UNIVERSAL
INFOTAINMENT SYSTEMS
CORPORATION
and
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Page 1
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Ioannidis,
D.
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THIS
AGREEMENT made as of this 2nd
day of
May, 2008 (the “Agreement"), by and between Universal Infotainment Systems
Corporation, a Nevada corporation ("Employer"), and ▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
("Employee").
WITNESSETH:
WHEREAS,
Employer desires to employ Employee and Employee desires to be employed by
Employer as the Executive
VP European Region
of the
Universal Infotainment Systems Corporation.
WHEREAS,
Employer recognizes the need of the knowledge, talents and assistance of
Employee and desires to enter into this Agreement to secure the
foregoing.
NOW,
THEREFORE, in consideration of the promises herein contained, the parties
covenant and agree as follows:
1.
EMPLOYMENT, Employer agrees to employ Employee and Employee agrees to be
employed by Employer and to perform work as determined by Employer, as COO
on
the terms and conditions set forth in this Agreement.
This
Agreement shall be effective as of the date hereof (the "Effective
Date").
2.
COMPENSATION. Employer agrees to employ Employee at the base rate of
compensation of $70,000
per
year. Compensation is to be paid on the 15th
and last day of each month.
In
addition to the base compensation, Employer agrees to pay or provide Employee
with the following:
An
Execution Bonus
of 180,000 not restricted vested common shares
of
Universal Infotainment Systems Corporation
A. BENEFITS.
Employer shall provide Employee with other benefits as are set forth on Exhibit
A attached hereto and incorporated herein by reference.
B. EXPENSES.
Reimbursement for reasonable expenses actually incurred by Employee in the
furtherance of Employer's business, including, but not limited to, telephone
calls (including business related calls on Employee's cellular phone and
business related long distance calls), entertainment, attendance at conferences,
conventions and institutes, provided proper itemization of said expenses is
furnished Employer by Employee. All such expenditures shall be subject to the
reasonable control of Employer or as deemed by the board of
Directors.
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Ioannidis,
D.
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C. MEDICAL
and DISABILITY BENEFITS. Employee shall be entitled to participate in Employer's
medical program, Employer-paid disability and other benefit programs as other
executives of Employer are entitled to participate in, as is in place from
time
to time. If Employee desires to include any family members in the medical plan,
Employee shall be responsible for all additional costs.
D. ADDITIONAL
BENEFITS. Employee shall be entitled to participate in and receive such
additional benefits as Employer shall from time to time make available to its
executive employees including, without limitation, profit sharing, stock
purchase, stock option and other incentive plans to be determined at a later
date that will mutually agreeable between both parties.
3.
DUTIES. Employee agrees to perform work as determined by Employer, subject
to
the direction of Employer and agrees to subject himself at all times during
the
Term (as hereinafter defined) to the direction and control of Employer in
respect to the work to be performed. Employee shall devote his full business
time and attention to the furtherance of Employer's best interests. In that
regard, and as further consideration for this Agreement, Employee agrees to
comply with, and abide by, such rules and directives of Employer as may be
reasonably established from time to time, and recognizes the right of Employer,
in its reasonable discretion, to change, modify or adopt new policies and
practices affecting the employment relationship, not inconsistent with this
Agreement, as deemed appropriate by Employer. During the term of Employee's
employment, Employee will not undertake any new business ventures, partnerships
consulting arrangements or other enterprise or business other than those on
behalf of Employer, without Employer's prior written consent. Any and all
project up to date shall be immediately assigned by employee to employer for
a
specified stock purchase plan as deemed by the Board of Directors and his/her
independent consultants.
Employee's
typical responsibilities include, but are not limited to, those set forth on
Exhibit B attached hereto and incorporated by reference herein.
4.
WORKING FACILITIES. Employee shall be furnished with office space, secretarial
services, and such other facilities and services suitable to Employee's position
and adequate for the performance of Employee's duties.
5.
AGENCY. Employee shall have no authority to enter into any contracts binding
upon Employer, except as authorized in writing, in advance, by
Employer.
6.
TERM
OF EMPLOYMENT.
A. Employee's
employment hereunder shall commence as of the Effective Date hereof and continue
for a period of five (5) years thereafter (the "Term").
B. Anything
herein to the contrary notwithstanding, Employee's employment hereunder may
be
terminated at any time and for any reason by either party upon not less fifteen
(15) days' prior written notice to the other party. It is understood and
acknowledged that. Employer shall have the right to effectuate such termination
at will, with or without Reasonable Cause (as hereinafter defined) or “Good
Reason.” Any such termination shall be effective as the defined period herein.
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Ioannidis,
D.
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C. "Reasonable
Cause," as used herein, shall mean Employee's involvement in any action or
inaction involving fraud resulting in a personal benefit in excess of any
payments to which Employee is entitled hereunder, dishonesty, or material
violation of Corporation policy and procedures. Employee shall vacate the
offices of Employer on such effective date.
D. "Good
Reason," as used herein, means the occurrence of any of the following events
without Employee's consent:
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1.
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a
material diminution in Employee's duties and
responsibilities;
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2.
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a
reduction in Employee's base
salary;
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3.
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a
forced relocation; or
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4.
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a
Change of Control (as defined below) if Successor Employer (as defined
in
paragraph 21 below) fails to assume this Agreement in its
entirety.
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E. "Change
of Control" means a sale outside the ordinary course of business of more than
fifty percent (50%) of the assets of or equity interests in Employer to any
person or entity.
7.
COMPLIANCE WITH LAWS. Employee will comply with all federal and state laws,
rules, and regulations relating to any of Employee's responsibilities and duties
with Employer and will not violate any such laws, rules, and
regulations.
8.
COVENANT NOT TO COMPETE. Employee agrees to conform to the following concerning
non-competition.
A. Employer
undertakes to train Employee and to give Employee confidential information
and
knowledge about Employer's business policies, accounts procedures and methods.
For the purposes of this Agreement, the term "confidential information" shall
include but is not limited to any list of suppliers, customers, investors,
stockholders, including their names, addresses, phone numbers, amount of
investments and similar information. In addition, any operational information
of
Employer, including but not limited to information on Employer's methods of
conducting business, profits and/or losses of Employer, marketing material
and
any information that would reasonably be considered proprietary or confidential
in nature. Employer has established a valuable and extensive trade in its
products and services, which business has been developed at a considerable
expense to Employer. The nature of the business is such that the relationship
of
its customers with Employer must be maintained through the close personal
contact of its employees.
B. Employee
desires to enter into or continue in the employ of Employer and by virtue of
such employment by Employer, Employee will become familiar with the manner,
methods, secrets and confidential information pertaining to such business.
During the Term, Employee will continue to receive additional confidential
information of the same kind. Through representatives of Employer, Employee
will
become personally acquainted with the business of Employer and its methods
of
operation.
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Ioannidis,
D.
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C. In
consideration of the employment or continued employment of Employee as herein
provided, the training of Employee by Employer, and the disclosure by Employer
to employee information described above, Employer requests and Employee makes
the covenants hereinafter set forth. Employee understands and acknowledges
that
such covenants are required for the fair and reasonable protection of the
business of Employer carried on in the area to which the covenants are
applicable and that without the limited restrictions on Employee's activities
imposed by the covenants, the business of Employer would suffer irreparable
and
immeasurable damage. The covenants on the part of Employee shall be construed
as
an agreement independent of any other provision of this Agreement, and existence
of any claim or course of action whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Employer of
the
covenants.
D. Employee
agrees that during the term of Employee's employment and for the period of
sixty
(60) months immediately following the termination of employment (which said
time
period shall be increased by any time during which Employee is in violation
of
this Agreement) Employee will not, within the territories hereinafter defined,
directly or indirectly, for Employee, or on behalf of others, as an individual
on Employee's own account, or as an employee, agent, or representative for
any
other person, partnership, firm or corporation:
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1.
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Shall
not divulge any business relationships or confidential information
of the
Company or Employer to any outside party or new
employer.
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2.
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Shall
not solicit the clients of the Company or
Employer.
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3.
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For
the purposes of this paragraph 8, the business of the Employer shall
be
limited to Navigational and Infotainment Systems for OEM’s including after
market versions - Airline Infotainment Systems and Marine Navigation
and
Infotainments Systems, Fleet Management tracking and Surveillance
Systems,
Surveillance and any other related Systems for the use by Government
and
or Municipal/State Security-Police agencies, and Infotainment Systems
in
general. The wireless data transfer business, which means any business
primarily involving the wireless transfer of data on behalf of third
parties.
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E. The
territory referred to in this paragraph 8 shall be any and all global regions
in
which the Employer is or has business interests/offices/servicing markets and
that of the United States.
F. Each
restrictive covenant is separate and distinct from any other covenant set forth
in this paragraph. In the event of the invalidity of any covenant, the remaining
obligation shall be deemed independent and divisible. The parties agree that
the
territory set forth is reasonable and necessary for the protection of Employer.
In the event any term or condition is deemed to be too broad or unenforceable,
said provision shall be deemed reduced in scope to the extent necessary to
make
said provision enforceable and binding.
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Ioannidis,
D.
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G. The
provisions of this paragraph 8 shall not apply if Employee's employment is
terminated by Employer without Reasonable Cause or by Employee for Good
Reason.
9.
INDUCING an EMPLOYEE of EMPLOYER TO LEAVE. Any attempt on the part of Employee
to induce others to leave Employer's employ or any efforts by Employee to
interfere with Employer's relationship with other employees would be harmful
and
damaging to Employer. Employee expressly agrees that during the term of
Employee's employment and for a period of sixty (60) months thereafter (provided
said time period shall be increased by any time during which Employee is in
violation of this Agreement), Employee will not in any way directly or
indirectly:
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A.
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Induce
or attempt to induce an employee to sever his or her employment with
Employer;
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B.
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Interfere
with or disrupt Employer's relationship with other employees;
and
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C.
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Solicit,
entice, take away, or employ any person employed with Employer, excluding
people Employee brings to Employer.
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10.
CONFIDENTIAL INFORMATION. It is understood between the parties here that during
the term of employment, Employee will be dealing with confidential information,
as defined above, which is Employer's property, used in the course of its
business. Employee will not disclose to anyone, directly or indirectly, any
of
such confidential information or use such information other than in the course
of Employee's employment. All documents that Employee prepares, or confidential
information that might be given to Employee in the course of employment, are
the
exclusive property of Employer and shall remain in Employer's possession on
the
premises. Under no circumstances shall any such information or documents be
removed without Employer's written consent first being obtained.
11.
RETURN OF EMPLOYER'S PROPERTY. On termination of employment, regardless of
how
termination is effected, or whenever requested by Employer, Employee shall
immediately return to Employer all of Employer's property used by Employee
rendering services hereunder or otherwise that is in Employee's possession
or
under Employee's control.
12.
VACATION. Employee shall be entitled to a vacation period of two (2) weeks
per
calendar year. No more than one week in one period at a time will be accepted.
The vacation shall be taken by Employee at such time during the year and for
such period as agreed to by a member of the Executive Committee of Employer
and
as not to interfere with the normal course of business. All vacations must
be
taken in the year earned. No vacations will be accrued.
13.
REFERENCES. Employer agrees that, upon termination of this Agreement, it will,
upon written request of Employee, furnish references to third parties, including
prospective employers, regarding Employee. However, Employee acknowledges that
it is Employer's policy to confirm employment only and not to release any
additional information without a written release from Employee.
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Ioannidis,
D.
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14.
NOTICES. A FAXED Copy Signed and witnessed shall be deemed binding and in full
force and effect. The original shall be sent via Certified Mail, UPS, or
FED-EX:
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If
to Employer:
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▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇ ▇▇▇)
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▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ 6060
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Attention:
▇▇. ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇
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Chairman-Founder
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If
to
Employee: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Hand delivered.
Either
party may change its address for the purpose of receiving notices, demands,
and
other communications by giving written notice to the other party of the
change.
15.
VOLUNTARY AGREEMENT. Employee represents that he has not been pressured, misled
or induced to enter this Agreement based upon any representation by Employer
not
contained herein.
16.
PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the terms
and
conditions of this Agreement are intended to survive the employment
relationship. Therefore, any terms and conditions that are intended by the
nature of the promises or representations to survive the termination of
employment shall survive the term of employment regardless of whether such
provision is expressly stated as so surviving.
17.
MERGER. This Agreement represents the entire Agreement between the parties
and
shall not be subject to modification or amendment by any oral representation,
or
any written statement by either party, except for a dated written amendment
to
this Agreement signed by Employee and an authorized officer of
Employer.
18.
VENUE
and APPLICABLE LAW. This Agreement shall be enforced and construed in accordance
with the laws of the State of Nevada, and venue to any action or arbitration
under this Agreement shall be ▇▇▇▇▇ County, NV.
19.
SUBSIDIARIES AND AFFILIATED ENTITIES. Employee acknowledges and agrees that
Employer has or may have various divisions and affiliated entities. In rendering
services to Employer, Employee will have considerable contact with such
divisions and affiliates. Therefore, Employee agrees that all provisions of
paragraphs 7, 8, 9 and 10 shall apply to all such divisions and or
affiliates.
20.
PERSONNEL INFORMATION. Employee shall not divulge or discuss personnel
information
such as salaries, bonuses, commissions and benefits relating to Employee or
other employees of Employer or any of its subsidiaries with any other person
except the Executive Committee and the Board of Directors of
Employer.
21.
ASSIGNMENT. This Agreement shall not be assignable by either party without
the
written consent of the other party; provided, however, that this Agreement
shall
be assignable to any corporation or entity which purchases the assets of or
succeeds to the business of Employer (a "Successor Employer").Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of
the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
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Ioannidis,
D.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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By:
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Founder
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Its:
Chairman - Founder
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Employee
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▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Ioannidis,
D.
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EXHIBIT
A
Other
Benefits
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A.
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Employer
shall provide Employee with a car allowance equal to or greater than
that
as established by the federal government, which allowance shall be
determined by the board of Directors at a later date and shall be
reviewed
annually.
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B.
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A
Stock Option plan shall be put in place as determined by the Board
of
Directors. This shall be based on performance and productivity, and
business ventures.
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C.
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Should
the Employee be terminated or leave on his/her own accord that stock
which
was issued in that persons name (with exception of the initial 180,000
common stock issued initially) before a 2-year tenure this first
offering
will go back to the company at the rate applicable on the day of
transfer.
If terminated thereafter the 25th
month all stock (excluding the 180,000 common vested stock issued
initially) will have first right to purchase all offered stock back
at the
price obtained.
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-
End -
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Page 9
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Employment
Agreement
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Ioannidis,
D.
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EXHIBIT
B
Employee's
typical responsibilities shall include but not limited
to:
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1.
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Developing
and expediting the various contracts with UISC Distribution Channel
in the
European Union. Works closely with the distributors to assure that
UISC
quality control standards are followed regarding
ordering/handling/advertising/marketing of the UNS product line.
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2.
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Working
with the COO to successfully carry on all necessary presence and
attendance of UISC and the UNS products, in all related Trade shows
in the
EU.
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3.
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Is
first in line contact of the European Distribution Channel, addressing
all
issues and expediting UISC policies with regards to UNS product
line.
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4.
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Sets
Sales Quotas and parameters as per UISC policy for all Distributors
and
verifies product Quality assurance and practices of the distribution
Channel in the European Region.
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5.
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Reports
to the COO
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Other
duties and or assignments may be added and or altered from time to time based
on
the decision of the UISC Board of Directors
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End -
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Page 10
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Employment
Agreement
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Ioannidis,
D.
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